Form N-2ASR -

0001568194false333-00000N-2ASRfalsePAPAIf Common Shares or Preferred Shares are sold to or through underwriters, a prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund. Our base management fee under the investment advisory agreement is payable quarterly in arrears and is calculated at an annual rate of 1.35% of the Fund’s average daily gross assets, (gross assets equals total assets set forth on the Fund’s consolidated statement of assets and liabilities). Management fees are calculated and payable quarterly in arrears. The calculation assumes (i) $2.41 billion in total assets, (ii) a weighted average cost of funds of 7.50%, (iii) $550 million in debt outstanding (i.e., assumes that the maximum amount of available borrowings under our current debt facilities that we are permitted under the 1940 Act minimum asset coverage requirement is outstanding as of June 30, 2024) and (iv) $1.68 billion in stockholders’ equity. The Fund currently intends during the next twelve months to maintain a similar proportionate amount of borrowings but may increase such amount to 33 1/3% of the average daily value of the Fund’s total assets. Based on 400,000 Preferred Shares outstanding as of June 30, 2024 with an aggregate liquidation preference of $400 million and a weighted average annual dividend rate equal to 4.83% of such liquidation preference. The costs associated with the Preferred Shares are borne entirely by Common Shareholders. The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, and is subject to a preferred return rate, expressed as a rate of return on the Fund’s net assets, equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a “catch-up” feature. The amount in the table above assumes that the subordinated incentive fee on income will be 1.53% of average net assets. This figure is based on the annualized incentive fees on income accrued for the six months ended June 30, 2024, recalculated based on the base management fee and incentive fee in the investment advisory agreement, and assumes that such amount represents the incentive fees on income that will be payable over the twelve months following June 30, 2024. The actual incentive fee on income as a percentage of our average net assets may be higher than this amount. Other expenses include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to our directors who do not also serve in an executive officer capacity for us or the Adviser. The amount presented in the table reflects annualized results of our operations for the six months ended June 30, 2024. Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented. Asset coverage per unit is the ratio of the carrying value of our total consolidated assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities and preferred shares, to the aggregate amount of senior securities and preferred shares outstanding representing indebtedness. Estimated NAV as of December 31, 2024. Calculated as the respective high or low closing sale price less net asset value, divided by net asset value (in each case, as of the applicable period). Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period. Offering expenses payable by the Fund will be deducted from the proceeds, before expenses, to the Fund. The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.The estimated expenses associated with our distribution reinvestment plan are included in “Other expenses.” You will pay brokerage charges if you direct your broker or the plan agent to sell your shares that you acquired pursuant to the Distribution Reinvestment Plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s Dividend Reinvestment Plan. See “Distribution Reinvestment Plan.” 0001568194 2025-01-14 2025-01-14 0001568194 2019-12-31 0001568194 2020-12-31 0001568194 2021-12-31 0001568194 2022-12-31 0001568194 2023-12-31 0001568194 2024-06-30 0001568194 2014-12-31 0001568194 2015-12-31 0001568194 2016-12-31 0001568194 2017-12-31 0001568194 2018-12-31 0001568194 fsco:CapitalStockMember 2025-01-14 2025-01-14 0001568194 fsco:CommonStocksMember 2025-01-14 2025-01-14 0001568194 fsco:PreferredStocksMember 2025-01-14 2025-01-14 0001568194 fsco:FeeForOpenMarketPurchasesOfCommonSharesMember 2025-01-14 2025-01-14 0001568194 fsco:SalesOfSharesHeldInADividendReinvestmentAccountMember 2025-01-14 2025-01-14 0001568194 dei:BusinessContactMember 2025-01-14 2025-01-14 0001568194 fsco:CommonStocksMember 2022-12-31 0001568194 fsco:CommonStocksMember 2023-12-31 0001568194 fsco:CommonStocksMember 2024-06-30 0001568194 fsco:CommonStocksMember 2022-10-01 2022-12-31 0001568194 fsco:CommonStocksMember 2023-01-01 2023-03-31 0001568194 fsco:CommonStocksMember 2023-04-01 2023-06-30 0001568194 fsco:CommonStocksMember 2023-07-01 2023-09-30 0001568194 fsco:CommonStocksMember 2023-10-01 2023-12-31 0001568194 fsco:CommonStocksMember 2024-01-01 2024-03-31 0001568194 fsco:CommonStocksMember 2024-04-01 2024-06-30 0001568194 fsco:CommonStocksMember 2024-07-01 2024-09-30 0001568194 fsco:CommonStocksMember 2024-10-01 2024-12-31 0001568194 fsco:CommonStocksMember 2022-03-31 0001568194 fsco:CommonStocksMember 2023-03-31 0001568194 fsco:CommonStocksMember 2024-03-31 0001568194 fsco:CommonStocksMember 2023-06-30 0001568194 fsco:CommonStocksMember 2022-06-30 0001568194 fsco:CommonStocksMember 2024-09-30 0001568194 fsco:CommonStocksMember 2023-09-30 0001568194 fsco:CommonStocksMember 2022-09-30 0001568194 fsco:CommonStocksMember 2024-12-31 0001568194 fsco:CommonStocksMember 2024-12-31 2024-12-31 0001568194 fsco:PreferredStocksMember 2024-12-31 2024-12-31 xbrli:pure xbrli:shares iso4217:USD iso4217:USD xbrli:shares

As filed with the Securities and Exchange Commission on January 14, 2025

Securities Act File No.

333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

N-2

Registration Statement


		under
		the Securities Act of 1933		☒
		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No.		☐

Registration Statement


		under
		the Investment Company Act of 1940

FS CREDIT OPPORTUNITIES CORP.

(Registrant’s Exact Name as Specified in Charter)

201 Rouse Boulevard

Philadelphia,

19112

(Address of Principal Executive Offices)

(215)

495-1150

(Registrant’s Telephone Number, including Area Code)

Michael C. Forman

FS Credit Opportunities Corp.

201 Rouse Boulevard

Philadelphia,

19112

(Name and address of Agent for Service)

COPIES TO:

James A. Lebovitz

Eric S. Siegel

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Tel: (215)

994-4000

Fax: (215)

994-2222

Approximate Date of Commencement of Proposed Public Offering:

From time to time after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☒	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☒	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c) of the Securities Act

Check each box that appropriately characterizes the Registrant:

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☒	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of Securities Act.

☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

PROSPECTUS

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

We are a Maryland corporation that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a

non-diversified,

closed-end

management investment company. Our primary investment objective is to generate an attractive total return consisting of a high level of current income and capital appreciation, with a secondary objective of capital preservation. There can be no assurance that we will achieve our investment objectives.

We invest primarily in a portfolio of secured and unsecured floating and fixed rate loans, bonds and other types of credit instruments, which, under normal circumstances, will represent at least 80% of our net assets (plus the amount of any borrowings for investment purposes). For purposes of this policy, “credit instruments” may include senior secured loans, unsecured loans, corporate bonds, notes, bills, debentures, distressed securities, mezzanine securities, collateralized debt obligations, collateralized bond obligations, collateralized loan obligations, bank loans, corporate loans, government and municipal obligations, mortgage-backed securities, asset-backed securities, repurchase agreements and other fixed-income instruments of a similar nature that may be represented by derivatives such as options, forwards, futures contracts or swap agreements. We invest our assets in investments in a number of different countries throughout the world, and currently invests primarily in those countries where creditors’ rights are protected by law, such as countries in North America and Western Europe, although in select situations we may invest in securities of issuers domiciled elsewhere.

We seek to achieve our investment objectives by focusing on high conviction investment opportunities across the investment universe that we believe offer potentially attractive risk-adjusted income and returns. To accomplish this, we focus on strategies such as opportunistic credit, special situations and capital structure solutions.

We may offer, from time to time, in one or more offerings or series, together or separately, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities”. We may sell our common stock through underwriters or dealers,

“at-the-market”

to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this Prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this Prospectus. In the event we offer common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our Board of Directors (the “Board”) or (3) under such circumstances as the Securities and Exchange Commission (the “SEC”) may permit.

Our common stock is traded on the New York Stock Exchange, LLC (the “NYSE”), under the ticker symbol “FSCO”. The last reported closing price for our common stock on January 10, 2025 was $6.82 per share. The net asset value of our common stock on September 30, 2024 (the last date prior to the date of this Prospectus for which we publicly disclosed our net asset value) was $7.21 per share.

We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and illiquid.

Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. See “Risk Factors” beginning on page 14 of this Prospectus, in our most recent Annual Report on Form

N-CSR,

in any of our other filings with the SEC, and in any applicable prospectus supplement to read about the risks you should consider before buying our securities, including the risk of leverage.

This Prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this Prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this Prospectus. You should carefully read this Prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered and keep them for future reference.

We file annual and semi-annual reports, proxy statements and other information about us with the SEC. This information, including documents that have been or may be incorporated by reference in this Prospectus or an accompanying prospectus supplement, is available free of charge by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by calling us collect at (215)

495-1150

or by visiting our website at

https://fsinvestments.com/investments/fs-credit-opportunities-corp/

www.sec.gov

that contains such information.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

THE DATE OF THIS PROSPECTUS IS JANUARY 14, 2024.

ABOUT THIS PROSPECTUS

This Prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) using the automatic “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process, we may offer from time to time, in one or more offerings or series, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our common stock through underwriters or dealers,

“at-the-market”

to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this Prospectus. The securities may be offered at prices and on terms described in one or more supplements to this Prospectus. This Prospectus provides you with a general description of the securities that we may offer. Each time we use this Prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this Prospectus, and the Prospectus and prospectus supplement will together serve as the prospectus.

Any statement that we make in this Prospectus will be modified or superseded by any inconsistent statement made by us in a subsequent prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Prospectus. You should read this Prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described below under “Incorporation by Reference” and “Available Information.” In this Prospectus, we use the term “day” to refer to a calendar day, and we use the term “business day” to refer to any day other than Saturday, Sunday, a legal holiday or a day on which banks in New York City are authorized or required to close, or any day that the NYSE is closed for trading.

You should rely only on the information contained in this Prospectus, any accompanying prospectus supplement, any free writing prospectus, the documents incorporated by reference in this Prospectus and any applicable prospectus supplement, or any other information which we have referred you when considering whether to purchase any securities offered by this Prospectus. We have not authorized any other person to provide you with different information from that contained in this Prospectus and accompanying prospectus supplements or free writing prospectuses. The information contained in this Prospectus, accompanying prospectus supplements and free writing prospectuses is complete and accurate only as of its date. If there is a material change in our affairs, we will amend or supplement these documents only as required by law.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			i
PROSPECTUS SUMMARY			1
THE FUND			1
OFFERINGS			4
FEES AND EXPENSES			7
FINANCIAL HIGHLIGHTS			9
LEVERAGE			13
RISK FACTORS			14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			16
USE OF PROCEEDS			18
DISTRIBUTIONS			19
SENIOR SECURITIES			21
BUSINESS			22
PRICE RANGE OF COMMON STOCK			23
SALES OF COMMON STOCK BELOW NET ASSET VALUE			24
DETERMINATION OF NET ASSET VALUE			30
MANAGEMENT			33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			43
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS			44
DISTRIBUTION REINVESTMENT PLAN			45
DESCRIPTION OF SECURITIES			47
DESCRIPTION OF OUR CAPITAL STOCK			48
DESCRIPTION OF OUR PREFERRED STOCK			57
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			66
DESCRIPTION OF OUR WARRANTS			68
DESCRIPTION OF OUR DEBT SECURITIES			70
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			73
REGULATION			83
PLAN OF DISTRIBUTION			84
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			86
BROKERAGE ALLOCATION AND OTHER PRACTICES			86
LEGAL MATTERS			86
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			86
INCORPORATION BY REFERENCE			87
AVAILABLE INFORMATION			87
PART C OTHER INFORMATION			C-1

PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this Prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included or incorporated by reference in this Prospectus, and the accompanying prospectus supplement. Unless otherwise noted in this Prospectus, the terms “we,” “us,” “our,” the “Company”, the “Fund” and “FSCO” refer to FS Credit Opportunities Corp. In addition, the term “FS Global Advisor” refers to FS Global Advisor, LLC.

You should rely only on the information contained or incorporated by reference in this Prospectus and any accompanying prospectus supplement. The Fund has not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or the representations made herein are accurate only as of the date on the cover page of this Prospectus. The Fund’s business, financial condition and prospects may have changed since that date. The Fund will amend this Prospectus and any accompanying prospectus supplement if, during the period that this Prospectus and any accompanying prospectus supplement is required to be delivered, there are any subsequent material changes.

THE FUND

Overview

We are a

non-diversified,

closed-end

management investment company registered under the 1940 Act that has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC” or “Regulated Investment Company”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Our primary investment objective is to generate an attractive total return consisting of a high level of current income and capital appreciation, with a secondary objective of capital preservation. We were organized as a Delaware statutory trust on January 28, 2013. We commenced investment operations on December 12, 2013. On March 23, 2022, we converted from a Delaware statutory trust into a Maryland corporation and changed our name from “FS Global Credit Opportunities Fund” to “FS Credit Opportunities Corp.” On November 14, 2022 (the “Listing Date”), we listed our shares of common stock on the New York Stock Exchange under the symbol “FSCO.” Our and FS Global Advisor’s principal offices are located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112 and each of our telephone numbers is

(215) 495-1150.

The credit instruments in which we invest typically are rated below investment grade by rating agencies or would be rated below investment grade if they were rated. Credit instruments that are rated below investment grade

(commonly referred to as “high yield” securities or “junk bonds”) are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. We seek to achieve our investment objectives by focusing on high conviction investment opportunities across the investment universe that we believe offer potentially attractive risk-adjusted income and returns. To accomplish this, we focus on strategies such as opportunistic credit, special situations and capital structure solutions.

We seek to achieve our investment objectives by focusing on a limited number of opportunities across the investment spectrum that we believe offer potentially exceptional risk-adjusted income and returns as compared to more traditional investment strategies under current and expected economic conditions. By focusing on these high conviction investment opportunities, without respect to geographic constraints, and on strategies such as event-driven, special situations and market price inefficiencies, we believe we can create a portfolio that offers high potential income and returns while limiting our risk. For a further discussion of our principal investment strategies, please refer to the section of the Fund’s most recent annual report on Form

N-CSR

entitled “Summary of Updated Information Regarding the Fund—Principal Investment Strategies and Policies.” There can be no assurance that we will achieve our investment objectives.

As of the date of this Prospectus, we have two wholly-owned financing subsidiaries, Bucks Funding and Blair Funding LLC, and four other wholly-owned subsidiaries through which we hold interests in certain portfolio companies.

About the Adviser

FS Global Advisor serves as our investment advisor. FS Global Advisor is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”) and oversees the management of our activities. FS Global Advisor is responsible for making investment decisions for our portfolio.

FS Global Advisor is a subsidiary of our affiliate, Franklin Square Holdings, L.P. (“FS Investments”), a global alternative asset manager dedicated to delivering superior performance and innovative investment and capital solutions. There is significant overlap in the investment and operations team of FS Global Advisor and those of the investment advisers to other investment vehicles sponsored by FS Investments, and the officers, managers and other personnel of FS Global Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments.

The chairman, president and chief executive officer of the Fund, Michael C. Forman, has led FS Global Advisor since its inception. In 2007, Mr. Forman

co-founded

FS Investments with the goal of delivering alternative investment funds, advised by what FS Investments believes to be

best-in-class

institutional asset managers, to individual investors nationwide.

FS Global Advisor’s senior management team has significant experience in private debt, private equity and real estate investing, and has developed an expertise in using all levels of the corporate capital structure to produce income-generating investments, while focusing on risk management. The team also has extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities, such as

closed-end

management investment companies. We believe that the active and ongoing participation by FS Investments and its affiliates in the credit markets, and the depth of experience and disciplined investment approach of FS Global Advisor’s management team, will allow FS Global Advisor to successfully execute our investment strategies.

Since April 9, 2018, FS Global Advisor has served as our sole investment advisor and provided all investment advisory services to us. In the future, FS Global Advisor may enter into

sub-advisory

relationships with

registered investment advisers that possess skills that FS Global Advisor believes will aid it in achieving our investment objectives. There is no guarantee FS Global Advisor will engage any investment

sub-adviser

for us.

About FS Investments

FS Investments is a global alternative asset manager dedicated to delivering superior performance and innovative investment and capital solutions. The firm manages over $83 billion in assets for a wide range of clients, including institutional investors, financial professionals and individual investors. FS Investments provides access to a broad suite of alternative asset classes and strategies through its

best-in-class

investment teams and partners. With its diversified platform and flexible capital solutions, the firm is a valued partner to general partners, asset owners and portfolio companies. FS Investments is grounded in its high-performance culture and guided by its commitment to building value for its clients, investing in its colleagues and giving back to its communities. The firm has more than 500 employees across offices in the U.S., Europe and Asia and is headquartered in Philadelphia.

Risk Factors

An investment in securities of the Fund involves risk. Please refer to the section of the Fund’s most recent annual report on Form

N-CSR

entitled “Summary of Updated Information Regarding the Fund – Principal Risk Factors” and Note 10 to the Notes to Consolidated Financial Statements for the year ended December 31, 2023, which are incorporated by reference herein, for a discussion of the risks of investing in the Fund. You should carefully consider those risks before making an investment in the Fund.

Our Corporate Information

Our principal executive offices are located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19122 and our telephone number is

(215) 495-1150.

We maintain a website located at

https://fsinvestments.com/investments/fs-credit-opportunities-corp/

. Information on our website is not incorporated by reference into this Prospectus, and you should not consider such information to be part of this Prospectus.

OFFERINGS

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this Prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this Prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See “Summary of Updated Information Regarding the Fund – Principal Risk Factors”, in our most recent Annual Report on Form

N-CSR

as well as “Risk Factors” included in this Prospectus.

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities. Set forth below is additional information regarding offerings of our securities:

Use of proceeds

Unless otherwise specified in a prospectus supplement or any free writing prospectus relating to an offering, we intend to use substantially all of the proceeds from a sale of our securities, net of expenses, for general corporate purposes, which may include, among other things, acquiring investments in accordance with our investment objectives and using the strategies described in this Prospectus or repaying indebtedness. Each supplement to this Prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds.”

Distributions

Subject to applicable legal restrictions and the sole discretion of the Board, we intend to declare and pay regular cash distributions on a monthly basis. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of the Board. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Board. See “Distributions.”

Taxation

We have elected to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute each tax year as distributions for U.S. federal income tax purposes to our stockholders. To qualify for and maintain our qualification as a RIC, we must, among other things, meet certain

source-of-income

and asset diversification requirements (as described herein). See “Material U.S. Federal Income Tax Considerations.”

Distribution reinvestment plan

We have adopted an “opt out” distribution reinvestment plan (“DRP”) that provides for reinvestment of our distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if the Board declares a cash distribution, then stockholders who have not elected to “opt out” of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock as described below. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Board. See “Distribution Reinvestment Plan” below.

Trading Symbol

“FSCO”

Leverage

We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors” and “Senior Securities.” Under the 1940 Act, the Fund is not permitted to incur indebtedness unless immediately after doing so the Fund has an asset coverage of at least 300% of the aggregate outstanding principal balance of indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the value of the Fund’s total assets including the amount borrowed). See “Summary of Updated Information Regarding the Fund—Borrowings” in our most recent Annual Report on Form

N-CSR.

Management arrangements

FS Global Advisor, LLC serves as our investment adviser and as our administrator. For a description of FS Global Advisor, see “Business” in our most recent Annual Report on Form

N-CSR

under the captions “Principal Business and Organization” and “Related Party Transactions.”

Available information

We file with or submit to the SEC annual and semi-annual reports to stockholders and other information meeting the informational requirements of the 1940 Act and the Exchange Act. This information is available free of charge by calling us collect at (215)

495-1150

or on our website at

https://fsinvestments.com/investments/fs-credit-opportunities-corp/

http://www.sec.gov

. See “Available Information.”

Incorporation by reference

This Prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this Prospectus from the date we file that document. Any reports filed by us with the SEC before the date that any offering of any securities by means of this Prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this Prospectus or incorporated by reference in this Prospectus. See “Incorporation by Reference.”

SUMMARY OF FUND EXPENSES

The following table is intended to assist you in understanding the costs and expenses (annualized) that an investor in shares of our common stock will bear directly or indirectly. The table is based on the capital structure of the Fund as of December 31, 2023. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us” or “FS Credit Opportunities Corp.,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.


Common Shareholder transaction expenses
Sales load (as a percentage of offering price) (1)		—
Offering expenses borne by the Fund (excluding Preferred Shares Offering Expenses) ( as a percentage of offering price ) (2)		—
Dividend reinvestment and optional cash purchase plan fees: ( per share for open-market purchases of common shares ) (3)
Fee for Open Market Purchases of Common Shares		$ 0.03 (per share)
Sales of Shares Held in a Dividend Reinvestment Account		$ 0.03 (per share)


	Annual expenses (as a percentage of net assets attributable to Common Shares)
Management fee (4)		2.05	%
Incentive fee (5)		1.53	%
Interest expenses on bank borrowings (6)		2.53	%
Dividends on Preferred Shares (7)		1.38	%
Other expenses (8)		1.11	%
Total annual expenses		8.60	%

(1)	If Common Shares or Preferred Shares are sold to or through underwriters, a prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund.

(2)	Offering expenses payable by the Fund will be deducted from the proceeds, before expenses, to the Fund.

(3)

The estimated expenses associated with our distribution reinvestment plan are included in “Other expenses.” You will pay brokerage charges if you direct your broker or the plan agent to sell your shares that you acquired pursuant to the Distribution Reinvestment Plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s Dividend Reinvestment Plan. See “Distribution Reinvestment Plan.”

(4)

Our base management fee under the investment advisory agreement is payable quarterly in arrears and is calculated at an annual rate of 1.35% of the Fund’s average daily gross assets, (gross assets equals total assets set forth on the Fund’s consolidated statement of assets and liabilities). Management fees are calculated and payable quarterly in arrears.

(5)

The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s

“pre-incentive

fee net investment income” for the immediately preceding quarter, and is subject to a preferred return rate, expressed as a rate of return on the Fund’s net assets, equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a

“catch-up”

feature. The amount in the table above assumes that the subordinated incentive fee on income will be 1.53% of average net assets. This figure is based on the annualized incentive fees on income accrued for the six months ended June 30, 2024, recalculated based on the base management fee and incentive fee in the investment advisory agreement, and assumes that such amount represents the incentive fees on income that will be payable over the twelve months following June 30, 2024. The actual incentive fee on income as a percentage of our average net assets may be higher than this amount.

(6)

The calculation assumes (i) $2.41 billion in total assets, (ii) a weighted average cost of funds of 7.50%, (iii) $550 million in debt outstanding (i.e., assumes that the maximum amount of available borrowings under our current debt facilities that we are permitted under the 1940 Act minimum asset coverage requirement is

outstanding as of June 30, 2024) and (iv) $1.68 billion in stockholders’ equity. The Fund currently intends during the next twelve months to maintain a similar proportionate amount of borrowings but may increase such amount to 33 1/3% of the average daily value of the Fund’s total assets.

(7)

Based on 400,000 Preferred Shares outstanding as of June 30, 2024 with an aggregate liquidation preference of $400 million and a weighted average annual dividend rate equal to 4.83% of such liquidation preference. The costs associated with the Preferred Shares are borne entirely by Common Shareholders.

(8)

Other expenses include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to our directors who do not also serve in an executive officer capacity for us or the Adviser. The amount presented in the table reflects annualized results of our operations for the six months ended June 30, 2024.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. Transaction expenses are not included in the following example. In the event that shares of common stock are sold to or through underwriters or agents, a corresponding prospectus supplement will restate this example to reflect the applicable sales load. See “Plan of Distribution” for additional information regarding stockholder transaction expenses.


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return:	$	70	$	206	$	336	$	638

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. Because the example assumes, as required by the SEC, a 5.0% annual return, no incentive fee on income would be accrued and payable in any of the indicated time periods. Our performance will vary and may result in a return greater or less than 5.0%. In addition, while the example assumes reinvestment of all distributions at net asset value, reinvestment of distributions under our distribution reinvestment plan may occur at a price per share that differs from the then-current net asset value per share. See “Distribution Reinvestment Plan” for additional information regarding our distribution reinvestment plan. See “Plan of Distribution” for additional information regarding stockholder transaction expenses.

FINANCIAL HIGHLIGHTS AND INVESTMENT PERFORMANCE

The following Financial Highlights table is intended to help a prospective investor understand our financial performance for the periods shown. Certain information reflects financial results for a single common stock. The financial data for the fiscal years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 has been audited by our independent registered public accounting firm, Ernst & Young LLP. The financial data for the six months ended June 30, 2024 is derived from our unaudited consolidated financial statements. Historical data is not necessarily indicative of the results to be expected for any future period. These financial data should be read in conjunction with our audited consolidated financial statements and related notes thereto. Dollar amounts below are in thousands, except for share and per share amounts. Ernst & Young’s report on the financial statements and financial highlights, together with the financial statements and financial highlights of the Fund, is included in the Fund’s Annual Report on Form

N-CSR

for the fiscal year ended December 31, 2023 and is incorporated by reference.


	Six Months Ended June 30, 2024 (Unaudited)			Year Ended December 31,
	Six Months Ended June 30, 2024 (Unaudited)			2023			2022			2021			2020			2019
Per Share Data:
Net asset value, beginning of period	$	6.92		$	6.33		$	7.64		$	7.30		$	7.50		$	7.58
Results of operations
Net investment income		0.48			0.77			0.68			0.56			0.57			0.70
Net realized gain (loss) and unrealized appreciation (depreciation)		0.10			0.46			(1.47	)		0.29			(0.22	)		(0.21	)

Net increase (decrease) in net assets resulting from operations		0.58			1.23			(0.79	)		0.85			0.35			0.49

Stockholder Distributions:
Distributions from net investment income		(0.35	)		(0.64	)		(0.52	)		(0.51	)		(0.55	)		(0.57	)

Net decrease in net assets resulting from stockholder distributions		(0.35	)		(0.64	)		(0.52	)		(0.51	)		(0.55	)		(0.57	)

Net asset value, end of period	$	7.15		$	6.92		$	6.33		$	7.64		$	7.30		$	7.50

Market price common stock, end of period	$	6.37		$	5.67		$	4.71			—			—			—

Shares outstanding, end of period		198,355,867			198,355,867			198,355,867			197,137,781			198,572,491			199,244,649

Total return at net asset value		8.67	%		20.11	%		(10.69	)%		11.90	%		5.49	%		6.58	%

Total return at market price		19.12	%		36.57	%		7.19	%		—			—			—

Ratio/Supplemental Data:
Net assets, end of period	$	1,418,992		$	1,372,551		$	1,256,326		$	1,506,433		$	1,449,623		$	1,493,802
Ratio of net investment income to average net assets		13.84	%		11.49	%		9.71	%		7.32	%		8.27	%		9.23	%
Ratio of total operating expenses to average net assets		7.60	%		8.28	%		7.53	%		5.58	%		5.12	%		5.21	%
Portfolio turnover		22	%		36	%		33	%		55	%		67	%		75	%
Total amount of credit facility borrowings outstanding exclusive of treasury securities	$	285,000		$	390,000		$	285,000		$	435,000		$	385,000		$	125,427
Asset coverage, per $1,000 of credit facility borrowings	$	7,373		$	5,285		$	6,630		$	5,373		$	5,509		$	14,417
Asset coverage per unit of credit facility borrowings		7.37			5.28			6.63			5.37			5.51			14.42
Total amount of term preferred shares outstanding	$	400,000		$	300,000		$	400,000		$	400,000		$	300,000		$	200,000
Asset coverage, per $1,000 liquidation value per share of term preferred shares and credit facilities	$	3,068		$	2,987		$	2,759		$	2,799		$	3,096		$	5,557
Asset coverage per unit of term preferred shares and credit facilities		3.07			2.99			2.76			2.80			3.10			5.56

(1)	Per share data may be rounded in order to compute the ending net asset value per share.

(2)	The per share data was derived by using the average number of shares of common stock outstanding during the applicable period.

(3)	The per share data for distributions reflects the actual amount of distributions declared per share of common stock during the applicable period.

(4)

The total return for each period presented is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional shares of common stock of the Fund at the Fund’s net asset value per share as of the share closing date occurring on or immediately following the distribution payment date. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the applicable period.

(5)

The total return based on market value for each period presented was calculated based on the change in market price during the applicable period, including the impact of distributions reinvested in accordance with the Fund’s DRP. Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Fund’s common stock. The historical calculation of total return based on market value in the table should not be considered a representation of the Fund’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Fund’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets, general economic conditions and fluctuations in common stock market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

(6)	Average daily net assets is used for this calculation. Ratios for the six months ended June 30, 2024 are annualized. Annualized ratios for the six months ended June 30, 2024 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2024.

(7)	Represents value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by credit facility borrowings and term preferred shares, to the aggregate amount of credit facility borrowings outstanding representing indebtedness.

(8)

Represents value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by credit facility borrowings and term preferred shares, to the aggregate amount of credit facility borrowings and term preferred shares outstanding representing indebtedness.

(9)	Presentation of certain amounts in the consolidated financial highlights for the years ended December 31, 2020, and 2019 have been updated to conform to the presentation of such amounts for the six months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021.

(10)	For the year ended December 31, 2022, the expense ratio includes one-time, non-recurring listing advisory fees, and other listing expenses incurred in connection with the listing on the NYSE. Had the Fund not incurred these expenses, the expense ratio would have been 7.27%.


	Year Ended December 31,
	2018			2017			2016			2015			2014
Per Share Data: (1)
Net asset value, beginning of year	$	7.51		$	8.07		$	7.11		$	8.91		$	10.02
Results of operations
Net investment income (2)		0.69			0.78			0.80			0.87			0.87
Net realized gain (loss) and unrealized appreciation (depreciation)		(0.07	)		(0.54	)		0.97			(1.80	)		(1.11	)

Net increase (decrease) in net assets resulting from operations		0.62			0.24			1.77			(0.93	)		(0.24	)

Stockholder distributions (3)
Distributions from net investment income		(0.55	)		(0.80	)		(0.81	)		(0.87	)		(0.87	)

Net decrease in net assets resulting from stockholder distributions		(0.55	)		(0.80	)		(0.81	)		(0.87	)		(0.87	)

Net asset value, end of year	$	7.58		$	7.51		$	8.07		$	7.11		$	8.91

Shares outstanding, end of year		198,727,405			202,807,462			174,763,703			130,181,842			65,529,194

Total return (4)		8.29	%		2.96	%		26.66	%		(11.37	)%		(2.94	)%

Ratio/Supplemental Data:
Net assets, end of year	$	1,505,973		$	1,524,012		$	1,410,673		$	925,770		$	583,619
Ratio of net investment income to average net assets (5)(6)		8.79	%		9.80	%		10.84	%		10.53	%		9.01	%
Ratio of total operating expenses to average net assets (5)		4.90	%		5.51	%		4.61	%		4.69	%		3.72	%
Ratio of expense reimbursement from sponsor to average net assets (5)		—			(0.11	)%		(0.74	)%		(1.51	)%		(3.10	)%
Ratio of expense recoupment to sponsor to average net assets (5)		—			0.01	%		—			—			—
Ratio of management fee waiver to average net assets (5)		(0.72	)%		—			—			—			—

Ratio of net operating expenses to average net assets (5)		4.24	%		5.41	%		3.87	%		3.18	%		0.62	%

Portfolio turnover		72	%		94	%		92	%		125	%		165	%
Total amount of senior securities outstanding exclusive of treasury securities	$	312,133		$	621,212		$	507,230		$	346,525		$	157,721
Asset coverage per unit of total debt (7)		6.07			3.33			3.78			3.63			4.45
Total amount of term preferred shares outstanding	$	198,502			—			—			—			—
Asset coverage per unit of total leverage (debt and term preferred shares) (8)		3.71			—			—			—			—

(1)	Per share data may be rounded in order to compute the ending net asset value per share.

(2)	The per share data was derived by using the average number of shares of common stock outstanding during the applicable period.

(3)	The per share data for distributions reflects the actual amount of distributions declared per share of common stock during the applicable period.

(4)

(5)	Average daily net assets for the applicable period is used for this calculation.

(6)	Had the sponsor not waived management fees or reimbursed certain operating expenses, the ratio of net investment income to average net assets would have been 9.51%, 9.69%, 10.10%, 9.02% and 5.91% for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively.

(7)	Represents value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by credit facility borrowings and term preferred shares, to the aggregate amount of credit facility borrowings outstanding representing indebtedness.

(8)

LEVERAGE

Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Borrowings,” which is incorporated by reference herein, for a discussion of the Fund’s use of leverage and the effects of leverage.

RISK FACTORS

The information contained under the heading “Summary of Updated Information Regarding the Fund—Principal Risk Factors” in the Fund’s Annual Report on Form

N-CSR

is incorporated herein by reference. Each of the risk factors contained thereunder is a principal risk of the Fund. Investors should consider the specific risk factors and special considerations associated with investing in the Fund. An investment in the Fund is subject to investment risk, including the possible loss of your entire investment. A prospectus supplement relating to an offering of the Fund’s securities may identify additional risk associated with such offering.

CONFLICTS OF INTEREST

Please refer to Item 8 of the Fund’s most recent annual report on Form N-CSR entitled “Portfolio Managers of Closed-End Management Investment Companies – Potential Conflicts of Interest” which is incorporated by reference herein, for a discussion of potential conflicts of interest.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Prospectus, including the documents we incorporate by reference herein and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Prospectus and any applicable prospectus supplement or free writing prospectus may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the companies in which we may invest;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financings and investments;

receiving and maintaining corporate credit ratings and changes in the general interest rate environment;

•

the elevated levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the other funds managed by FS Global Advisor, FS Investments or any of their respective affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•

our use of financial leverage;

•

the ability of FS Global Advisor to locate suitable investments for us and to monitor and administer our investments;

•

the ability of FS Global Advisor or its affiliates to attract and retain highly talented professionals;

•

our ability to maintain our qualification as a RIC;

•

the impact on our business of the U.S. and international financial reform legislation, rules and regulations;

•

the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position; and

•

the tax status of the enterprises in which we may invest.

•

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in or incorporated by reference into this Prospectus and any applicable prospectus supplement or free writing prospectus are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause our actual results to differ materially from those expressed or forecasted in the forward-looking

statements for any reason, including those factors incorporated by reference in “Risk Factors” and elsewhere in this Prospectus. Other factors that could cause actual results to differ materially include:

•

geo-political

risks;

•

changes in the economy;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics;

•

future changes in laws or regulations and conditions in our operating areas; and

•

the price at which shares of our common stock may trade on the NYSE.

Discussions containing these forward-looking statements may be found in the sections titled “Business” and “Risk Factors” incorporated by reference from our most recent Annual Report on Form

N-CSR,

as well as any amendments filed with the SEC. We discuss in greater detail, and incorporate by reference into this Prospectus in their entirety, many of these risks and uncertainties in our most recent Annual Report on Form

N-CSR,

as well as any updates reflected in subsequent filings with the SEC (which may include filings on Form

8-K).

In addition, statements that we “believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us on the date of this Prospectus, free writing prospectus and documents incorporated by reference into this Prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement or any free writing prospectus relating to an offering, we intend to use substantially all of the proceeds from a sale of our securities, net of expenses, for general corporate purposes, which may include, among other things, acquiring investments in accordance with our investment objectives and using the strategies described in this Prospectus or repaying indebtedness. We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of such offering. However, depending on market conditions and other factors, including the availability of investments that meet our investment objectives, we may be unable to invest such proceeds within the time period we anticipate.

Pending such use, we may invest the net proceeds of any offering primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our election for taxation as a RIC. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objectives may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments.

DISTRIBUTIONS

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form

1099-DIV

identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the tax years ended December 31, 2023, 2022 or 2021 represented a return of capital.

We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.

We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to maintain RIC tax treatment, we must, among other things, make distributions treated as dividends for U.S. federal income tax purposes of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the extended due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions treated as dividends for U.S. federal income tax purposes to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise taxes on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the

one-year

period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we incurred no U.S. federal income tax. Any distribution treated as dividends for U.S. federal income tax purposes that is declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our U.S. stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Principal Business and Organization” in our most recent Annual Report on Form

N-CSR

and “Material U.S. Federal Income Tax Considerations” in this Prospectus.

Pursuant to our distribution reinvestment plan, we will reinvest all cash dividends or distributions declared by the Board on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Board declares a distribution, then stockholders who have not elected to “opt out” of our distribution reinvestment plan will have their distributions automatically reinvested in additional shares of our common stock.

Registered stockholders must notify our transfer agent in writing if they wish to “opt out” of our distribution reinvestment plan. No action is required on the part of registered stockholders to have their cash distributions reinvested in shares of our common stock.

If a stockholder holds shares of our common stock in the name of a broker or financial intermediary, they should contact such broker or financial intermediary regarding their option to elect to receive distributions in cash in lieu of shares of our common stock.

With respect to each distribution pursuant to our distribution reinvestment plan, we reserve the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of our distribution reinvestment plan. Unless in our sole discretion, we otherwise direct the plan administrator, (A) if the per share market price (as defined in our distribution reinvestment plan) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of our common stock on the payment date for the distribution, then we will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the market price is less than the net asset value per share, then, in our sole discretion, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) we will issue shares of common stock at net asset value per share. Pursuant to the terms of our distribution reinvestment plan, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which we issue such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

If a stockholder’s cash distributions are reinvested in our common stock pursuant to our distribution reinvestment plan, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If our common stock is trading at or below net asset value, a stockholder reinvesting in our common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If our common stock is trading above net asset value, a stockholder reinvesting in our common stock will be treated as receiving a distribution in the amount of the fair market value of our common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received on reinvestment of a cash distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received on reinvestment of a cash distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.

We may fund our cash distributions to stockholders from any sources of funds legally available to us, including proceeds from the sale of shares of our common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets,

non-capital

gains proceeds from the sale of assets and dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies. We have not established limits on the amount of funds we may use from available sources to make distributions. There can be no assurance that we will be able to pay distributions at a specific rate or at all.

SENIOR SECURITIES

Information about our senior securities (including debt securities and other indebtedness) is shown in the table below as of December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and June 30, 2024. The information for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 is derived from our audited consolidated financial statements, which have been audited by our independent registered public accounting firm, Ernst & Young LLP. This information about our senior securities should be read in conjunction with our audited consolidated financial statements and related notes thereto.


As of December 31,	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidation Preference per Unit (3)		Average Market Value per Unit (4) (Exclude Bank Loans)
2014	$	157,721		4.45		—		N/A
2015	$	346,525		3.63		—		N/A
2016	$	507,230		3.78		—		N/A
2017	$	621,212		3.33		—		N/A
2018	$	512,133		3.70		—		N/A
2019	$	325,427		5.56		—		N/A
2020	$	685,000		3.10		—		N/A
2021	$	835,000		2.80		—		N/A
2022	$	685,000		2.76		—		N/A
2023	$	690,000		2.99		—		N/A
2024 (as of June 30, 2024, unaudited)	$	685,000		3.07		—		N/A

(1)	Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total consolidated assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities and preferred shares, to the aggregate amount of senior securities and preferred shares outstanding representing indebtedness.

(3)

The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)	Not applicable because senior securities are not registered for public trading.

BUSINESS

The information contained under the caption “Summary of Updated Information Regarding the Fund (Unaudited)” in our most recent Annual Report on

Form N-CSR

is incorporated by reference herein.

Legal Proceedings

FS Global Advisor is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against FS Global Advisor. From time to time, we and individuals employed by FS Global Advisor may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.

On June 29, 2023, Saba Capital Master Fund, Ltd., and Saba Capital Management, L.P. (together, “Saba”) filed a complaint in the U.S. District Court S.D.N.Y. (Case

1:23-cv-05568)

against sixteen

closed-end

funds and certain trustees of some of the funds. One of the funds named as a defendant in Saba’s complaint was the Fund. In the complaint, Saba sought (1) declaratory relief that provisions in the defendant funds’ governing documents that opted into the Maryland Control Share Acquisition Act (the “Control Share Provisions” and “MCSAA,” respectively) violate the 1940 Act, and (2) rescission of the Control Share Provisions. On December 5, 2023, the U.S. District Court S.D.N.Y. issued a ruling granting summary judgment in favor of Saba and ordering the rescission of the Control Share Provisions. The Fund is evaluating further options in light of the U.S. District Court S.D.N.Y.’s ruling. The Fund and the other funds remaining in the case appealed to the Second Circuit Court of Appeals, and on June 26, 2024, the Second Circuit Court of Appeals issued a decision in favor of Saba and affirmed the lower court’s judgment, holding that the Control Share Provisions violated the 1940 Act. On September 24, 2024, the Fund and certain other defendant funds filed a Petition for a Writ of Certiorari, requesting that the U.S. Supreme Court take the appeal in order to resolve the question of whether Section 47(b) of the 1940 allows for a private right of action. Saba filed its opposition to the Petition on December 17, 2024. The U.S. Supreme Court has not yet ruled on whether it will hear the appeal.

PRICE RANGE OF COMMON STOCK

Our common stock has been listed on the NYSE since November 14, 2022 and trades under the ticker symbol “FSCO”.

The following table sets forth: (i) the net asset value per share of our common stock as of the applicable period end, (ii) the range of high and low closing sales prices of our common stock as reported on the NYSE during the applicable period, (iii) the closing high and low sales prices as a premium (discount) to net asset value during the appropriate period, and (iv) the distribution per share of our common stock during the applicable period.


For the Three Months Ended (unless otherwise indicated)				Closing Sales Price						Premium / (Discount) of High Sales Price to NAV (2)			Premium / (Discount) of Low Sales Price to NAV (2)
For the Three Months Ended (unless otherwise indicated)	NAV per Share (1)			High			Low			Premium / (Discount) of High Sales Price to NAV (2)			Premium / (Discount) of Low Sales Price to NAV (2)
Fiscal Year Ended December 31, 2022
March 31, 2022	$	7.36			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
June 30, 2022		6.90			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
September 30, 2022		6.62			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
December 31, 2022		6.33			5.79			4.22			(-9	)%		(-33	)%
Fiscal Year Ended December 31, 2023
March 31, 2023		6.35			5.14			4.12			(-19	)%		(-35	)%
June 30, 2023		6.68			4.75			4.17			(-29	)%		(-38	)%
September 30, 2023		6.98			5.45			4.83			(-22	)%		(-31	)%
December 31, 2023		6.92			5.89			5.30			(-15	)%		(-23	)%
Fiscal Year Ended December 31, 2024
March 31, 2024		7.14			5.99			5.55			(-16	)%		(-22	)%
June 30, 2024		7.15			6.49			5.78			(-9	)%		(-19	)%
September 30, 2024		7.21			6.61			5.97			(-8	)%		(-17	)%
December 31, 2024		7.15	(4)		6.82			6.35			(-5	)%		(-11	)%

(1)	Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period.

(2)	Calculated as the respective high or low closing sale price less net asset value, divided by net asset value (in each case, as of the applicable period).

(3)	The Fund listed on the NYSE on November 14, 2022.

(4)	Estimated NAV as of December 31, 2024.

On January 10, 2025, the last reported closing sales price of our common stock on the NYSE was $6.82 per share.

As of January 8, 2025, we had 3,447 record holders of our common stock, which does not include beneficial owners of shares of common stock held in “street” name by brokers and other institutions on behalf of beneficial owners.

SALES OF COMMON STOCK BELOW NET ASSET VALUE

Our stockholders may approve our ability to sell shares of our common stock, not exceeding 25% of our then outstanding common stock, below our then-current net asset value per share in one or more public offerings of our common stock. In making a determination that an offering below net asset value per share is in our and our stockholders’ best interests, the Board, a majority of our directors who have no financial interest in the sale and a majority of our independent directors, may also consider a variety of factors, including:

•

the effect that an offering below net asset value per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;

•

the amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined net asset value per share;

•

the relationship of recent market prices of our common stock to net asset value per share and the potential impact of the offering on the market price per share of our common stock;

•

whether the estimated offering price would closely approximate the market value of our shares, less distributing commissions or discounts, and would not be below current market price;

•

the potential market impact of being able to raise capital in the current financial market;

•

the nature of any new investors anticipated to acquire shares in the offering;

•

the anticipated rate of return on and quality, type and availability of investments;

•

the leverage available to us, both before and after the offering and other borrowing terms; and

•

the potential investment opportunities available relative to the potential dilutive effect of additional capital at the time of the offering.

The Board may also consider the fact that a sale of shares of common stock at a discount will benefit FS Global Advisor, as FS Global Advisor will earn additional investment base management fees on the proceeds of such offerings, as it would from the offering of any of our other securities or from the offering of common stock at premium to net asset value per share.

Sales by us of our common stock at a discount to net asset value pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering.

We will not sell shares of our common stock pursuant to stockholder approval (or any rights or warrants to purchase shares of our common stock) under this Prospectus or an accompanying prospectus supplement without first filing a new post-effective amendment to the registration statement where such offering will result in (i) greater than 15% dilution in the aggregate to existing stockholder net asset value, (ii) us receiving an auditor’s going-concern opinion or (iii) a material adverse change making the financial statements materially misleading. The limitation in clause (i) above would be measured separately for each offering pursuant to the registration statement, as amended by this post-effective amendment, by calculating the percentage dilution or accretion to aggregate net asset value from that offering and then summing the percentage from each offering. For example, if our most recently determined net asset value per share at the time of the first offering is $10.00, and we have 100 million shares outstanding, the sale of an additional 25 million shares at net proceeds to us of $5.00 per share (a 50% discount) would produce dilution of 10.0%. If we subsequently determined that our net asset value per share increased to $11.00 on the then outstanding 125 million shares and contemplated an additional offering, we could, for example, propose to sell approximately 31.25 million additional shares at a price that would be expected to yield net proceeds to us of $8.25 per share, resulting in incremental dilution of 5.0%, before we would reach the aggregate 15% limit. If we file a new post-effective amendment, the threshold would reset.

The following three headings and accompanying tables explain and provide hypothetical examples assuming proceeds are temporarily invested in cash equivalents on the impact of an offering at a price less than net asset value per share on three different sets of investors:

•

existing stockholders who do not purchase any shares in the offering;

•

existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and

•

new investors who become stockholders by purchasing shares in the offering.

Impact on Existing Stockholders who do not Participate in the Offering

Our existing stockholders who do not participate, or who are not given the opportunity to participate, in an offering below net asset value per share by us or who do not buy additional shares in the secondary market at the same or lower price obtained by us in an offering (after expenses and any underwriting discounts and commissions) face the greatest potential risks. All stockholders will experience an immediate decrease (often called dilution) in the net asset value per share of the shares they hold. Stockholders who do not participate in the offering will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than stockholders who do participate in the offering. All stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in net asset value per share. A decrease could be more pronounced as the size of the offering and level of discounts increase.

The following examples illustrate the level of net asset value dilution that would be experienced by a nonparticipating stockholder in four different hypothetical common stock offerings of different sizes and levels of discount to net asset value per share, although it is not possible to predict the level of market price decline that may also occur. Actual sales prices and discounts may differ from presentation below.

The examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive effect on nonparticipating stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and any underwriting discounts and commissions (a 5% discount to net asset value per share); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and any underwriting discounts and commissions (a 10% discount to net asset value per share); and (3) an offering of

200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and any underwriting discounts and commissions (a 20% discount to net asset value per share).


				Example 1 5% offering at 5% Discount						Example 2 10% offering at 10% Discount						Example 3 20% offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share			Following Sale			% Change			Following Sale			% Change			Following Sale			% Change
Offering Price
Price per Share to Public		—		$	10.05			—		$	9.52			—		$	8.47			—
Net Proceeds per Share to Issuer		—		$	9.50			—		$	9.00			—		$	8.00			—
Decrease to Net Asset Value per Share
Total Shares Outstanding		1,000,000			1,050,000			5.00	%		1,100,000			10.00	%		1,200,000			20.00	%
Net Asset Value per Share	$	10.00		$	9.98			(0.20	)%	$	9.91			(0.90	)%	$	9.67			(3.30	)%
Dilution to Stockholder
Shares Held by Stockholder A		10,000			10,000			—			10,000			—			10,000			—
Percentage Held by Stockholder A		1.00	%		0.95	%		(5.00	)%		0.91	%		(9.00	)%		0.83	%		(17.00	)%
Total Asset Values
Total Net Asset Value Held by Stockholder A	$	100,000		$	99,800			(0.20	)%	$	99,100			(0.90	)%	$	96,700			(3.30	)%
Total Investment by Stockholder A (Assumed to be $10.00 per Share)	$	100,000		$	100,000			—		$	100,000			—		$	100,000			—
Total Dilution to Stockholder A (Total Net Asset Value Less Total Investment)		—		$	(200	)		—		$	(900	)		—		$	(3,300	)		—
Per Share Amounts
Net Asset Value per Share Held by Stockholder A		—		$	9.98			—		$	9.91			—		$	9.67			—
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)	$	10.00		$	10.00			—		$	10.00			—		$	10.00			—
Dilution per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)		—		$	(0.02	)		—		$	(0.09	)		—		$	(0.33	)		—
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)		—			—			(0.20	)%		—			(0.90	)%		—			(3.30	)%

Impact on Existing Stockholders who Participate in the Offering

Our existing stockholders who participate in an offering by us of shares at a price below net asset value per share or who buy additional shares in the secondary market at the same or lower price as obtained by us in an offering (after expenses and any underwriting discounts and commissions) will experience the same types of net asset value per share dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in the shares immediately prior to the offering. The level of net asset value per share dilution on an aggregate basis will decrease as the number of shares such stockholders purchase increases. Our existing stockholders who buy more than such percentage will experience net asset value per share dilution, but will, in contrast to our existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in net asset value per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the

risk that we may make additional discounted offerings in the future in which such stockholder does not participate, in which case such stockholder will experience net asset value per share dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in net asset value per share. Their decrease could be more pronounced as the size of our offering and level of discount to net asset value per share increases.

The following examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effect in the hypothetical 20% discount offering from the prior chart for stockholder A that acquires shares equal to (1) 50% of their proportionate share of the offering (i.e., 1,000 shares, which is 0.50% of the offering of 200,000 shares rather than their 1.00% proportionate share) and (2) 150% of their proportionate share of the offering (i.e., 3,000 shares, which is 1.50% of the offering of 200,000 shares rather than their 1.00% proportionate share).

The prospectus pursuant to which any offering at a price less than the then-current net asset value per share is made will include a chart for its example based on the actual number of shares in such offering and the actual discount to the most recently determined net asset value per share.


				50% Participation						150% Participation
	Prior to Sale Below Net Asset Value per Share			Following Sale			% Change			Following Sale			% Change
Offering Price
Price per share to public		—		$	8.47			—		$	8.47			—
Net proceeds per share to issuer		—		$	8.00			—		$	8.00			—
Increases in Shares and Decrease to Net Asset Value per Share
Total shares outstanding		1,000,000			1,200,000			20.00	%		1,200,000			20.00	%
Net Asset Value per share	$	10.00		$	9.67			(3.30	)%	$	9.67			(3.30	)%
(Dilution)/Accretion to Participating Stockholder A
Shares held by stockholder A		10,000			11,000			10.00	%		13,000			30.00	%
Percentage held by stockholder A		1.0	%		0.92	%		(8.00	)%		1.08	%		8.00	%
Total Asset Values
Total Net Asset Value held by stockholder A	$	100,000		$	106,370			6.37	%	$	125,710			25.71	%
Total investment by stockholder A (assumed to be $10.00 per share on shares held prior to sale)	$	100,000		$	108,470			8.47	%	$	125,410			25.41	%
Total (dilution)/accretion to stockholder A (total net asset value per share less total investment)		—		$	(2,100	)		—		$	300			—
Per Share Amounts
Net Asset Value per share held by stockholder A		—		$	9.67			—		$	9.67			—
Investment per share held by stockholder A (assumed to be $10.00 per share on shares held prior to sale)	$	10.00		$	9.86			(1.40	)%	$	9.65			(3.50	)%
(Dilution)/accretion per share held by stockholder A (net asset value per share less investment per share)		—		$	(0.19	)		—		$	0.02			—
Percentage (dilution)/accretion to stockholder A (dilution/accretion per share divided by investment per share)		—			—			(1.93	)%		—			0.21	%

Impact on New Investors

The following examples illustrate the level of net asset value dilution or accretion that would be experienced by a new stockholder in three different hypothetical common stock offerings of different sizes and levels of discount to net asset value per share, although it is not possible to predict the level of market price decline that may also occur. Actual sales prices and discounts may differ from the presentation below.

Investors who are not currently stockholders, but who participate in an offering by us below net asset value per share and whose investment per share is greater than the resulting net asset value per share due to expenses and any underwriting discounts and commissions paid by us will experience an immediate decrease, albeit small, in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering by us of shares at a price below net asset value per share and whose investment per share is also less than the resulting net asset value per share due to expenses and any underwriting discounts and commissions paid by us being significantly less than the discount per share, will experience an immediate increase in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. All these investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings by us. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. Their decrease could be more pronounced as the size of the offering and level of discounts increases.

The following examples illustrate the level of net asset value per share dilution or accretion that would be experienced by a new stockholder of Entity XYZ who purchases the same percentage (1.00%) of shares in the three different hypothetical offerings of common stock of different sizes and levels of discount to net asset value per share. The examples assume that Entity XYZ has 1,000,000 shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value and net asset value per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effects on stockholder A at (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and any underwriting discounts and commissions (a 5% discount to net asset value per share); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and any underwriting discounts and commissions (a 10% discount to net asset value per share); and (3) an offering of 200,000 shares (20% of the

outstanding shares) at $8.00 per share after offering expenses and any underwriting discounts and commissions (a 20% discount to net asset value per share).


			Example 1 5% Offering at 5% Discount						Example 2 10% Offering at 10% Discount						Example 3 20% Offering at 20% Discount
	Prior to Sale Below Net Asset Value per Share		Following Sale			% Change			Following Sale			% Change			Following Sale			% Change
Offering Price
Price per share to public		—	$	10.05			—		$	9.52			—		$	8.47			—
Net offering proceeds per share to issuer		—	$	9.50			—		$	9.00			—		$	8.00			—
Decrease to Net Asset Value per Share
Total shares outstanding		—		1,050,000			5.00	%		1,100,000			10.00	%		1,200,000			20.00	%
Net Asset Value per Share		—	$	9.98			(0.20	)%	$	9.91			(0.90	)%	$	9.67			(3.30	)%
Dilution to Stockholder A
Shares held by stockholder A		—		500			—			1,000			—			2,000			—
Percentage held by stockholder A		—		0.05	%		—			0.09	%		—			0.17	%		—
Total Asset Values
Total Net Asset Value held by stockholder A		—	$	4,990			—		$	9,910			—		$	19,340			—
Total investment by stockholder A		—	$	5,025			—		$	9,952			—		$	16,940			—
Total dilution to stockholder A (total net asset value less total investment)		—	$	(35	)		—		$	390			—		$	2,400			—
Per Share Amounts
Net asset value per share held by stockholder A		—	$	9.98			—		$	9.91			—		$	9.67			—
Investment per share held by stockholder A		—	$	10.05			—		$	9.52			—		$	8.47			—
(Dilution)/accretion per share held by stockholder A (net asset value per share less investment per share)		—	$	(0.07	)		—		$	0.39			—		$	1.20			—
Percentage (dilution)/accretion to stockholder A (dilution/accretion per share divided by investment per share)		—		—			(0.70	)%		—			4.10	%		—			14.17	%

DETERMINATION OF NET ASSET VALUE

We determine our net asset value (“NAV”) per common stock on each day that the NYSE is open for business as of the close of the regular trading session on the NYSE. We calculate our NAV per Common Share by subtracting liabilities (including accrued expenses and distributions) from our total assets (the value of securities, plus cash and other assets, including interest and distributions accrued but not yet received) and dividing the result by the total number of outstanding shares of common stock. Our assets and liabilities are valued in accordance with the principles set forth below.

Accounting Standards Codification Topic 820,

Fair Value Measurements and Disclosures

(“ASC Topic 820”), issued by the Financial Accounting Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2, which includes inputs such as quoted prices for similar assets or liabilities in active markets; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our portfolio primarily consists of securities listed or traded on a recognized securities exchange or automated quotation system (“Exchange-Traded Securities”) or securities traded on a privately negotiated OTC secondary market for institutional investors for which indicative dealer quotes are available (“OTC Securities”).

The Board is responsible for overseeing the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. The Board has designated FS Global Advisor to be the Company’s valuation designee with

day-to-day

responsibility for implementing the portfolio valuation process and has authorized FS Global Advisor’s management team to utilize independent third-party valuation and pricing services that have been communicated to the Board. The audit committee of the Board is responsible for overseeing FS Global Advisor’s implementation of our valuation process.

For purposes of calculating NAV, FS Global Advisor, in its capacity as valuation designee on behalf of the Company, uses the following valuation methods:

•

The market value of each Exchange-Traded Security is the last reported sale price at the relevant valuation date on the composite tape or on the principal exchange on which such security is traded.

•

If no sale is reported for an Exchange-Traded Security on the valuation date or if a security is an OTC Security, we value such investments using quotations obtained from an independent third-party pricing service, which provides prevailing bid and ask prices that are screened for validity by the service from dealers on the valuation date. If a quoted price from such pricing service is deemed by FS Global Advisor to be unreliable (and therefore, not readily available), FS Global Advisor may recommend that the investment may be fair valued by some other means, including, but not limited to, a valuation provided by an independent third-party valuation service. For investments for which an independent third-party pricing service is unable to obtain quoted prices, we obtain bid and ask prices directly from dealers who make a market in such securities. In all cases, investments are valued at the

mid-point

of the prevailing

bid-ask

range obtained from such sources unless there is a compelling reason to use some other value within the

bid-ask

range and the justification thereof is documented and retained by FS Global Advisor’s management team.

•

To the extent that we hold investments for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, we value such investments at fair value as determined in good faith by FS Global Advisor under the oversight of the Board in accordance with FS Global Advisor’s Valuation Policy. In making such determination, FS Global Advisor may rely upon

valuations obtained from an independent third-party valuation service. With respect to these investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:

•

The quarterly fair valuation process begins with FS Global Advisor’s management team facilitating the delivery of updated quarterly financial and other information relating to each investment to the independent valuation service, if applicable; the independent valuation service then reviews and analyzes the information, along with relevant market and economic data, and determines proposed valuations for each investment according to the valuation methodologies in contained in FS Global Advisor’s Valuation Policy and communicates the information to personnel of FS Global Advisor in the form of a valuation range;

•

FS Global Advisor then reviews the preliminary valuation information foreach portfolio company or investment and provides feedback about the accuracy, completeness and timeliness of the valuation-related inputs considered by the independent valuation service and any suggested revisions thereto prior to the independent pricing service or valuation service finalizing its valuation range;

•

FS Global Advisor’s management team then provides the audit committee of the Board with valuation-related information for each investment along with any applicable supporting materials and other information that is relevant to the fair valuation process;

•

the audit committee of the Board meets with FS Global Advisor’s management team to receive the relevant quarterly reporting and to discuss any questions from the audit committee in connection with the audit committee’s role in overseeing the fair valuation process; and preliminary valuations are then presented to and discussed with the audit committee of the Board;

•

following the completion of fair valuation oversight activities, the audit committee (with assistance from FS Global Advisor’s management team) provides the Board with a report regarding the quarterly valuation process.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, FS Global Advisor may use any independent third-party pricing or valuation service;

provided

that FS Global Advisor shall not be required to determine fair value in accordance with the valuation provided by any single source, and FS Global Advisor retains the discretion to use any relevant data, including information obtained from any independent third-party valuation or pricing service, that FS Global Advisor deems to be reliable in determining fair value under the circumstances.

Below is a description of factors that FS Global Advisor and any independent third-party valuation service may consider when determining the fair value of our investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing the borrower’s debt.

For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (

i.e.

, the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

Our equity interests in companies for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, are valued at fair value. FS Global Advisor, in its determination of fair value, may

consider various factors, including, but not limited to, multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or an acquisition, recapitalization, restructuring or other related items.

FS Global Advisor and any independent third-party valuation service may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the companies, the acquisition price of such investment or industry practices in determining fair value. FS Global Advisor and any independent third-party valuation service may also consider the size and scope of a company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the size of the companies relative to comparable firms, as well as such other factors as FS Global Advisor and any independent third-party valuation service, if applicable, may consider relevant in assessing fair value.

When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment is allocated between the debt securities and any such warrants or other equity securities received at the time of origination. FS Global Advisor subsequently values warrants or other equity securities received at fair value.

When utilized, derivatives are priced in the same manner as securities and loans, i.e., primarily by independent third-party pricing services, or secondarily through counterparty statements if there are no prices available from such pricing services. With respect to credit derivatives, where liquidity is limited due to the lack of a secondary market for the underlying reference obligation and where a price is not provided by an independent third-party pricing service, such derivatives are valued after considering, among other factors, the valuation provided by the counterparty with which we have established the position. For other

over-the-counter

derivatives, the value of the underlying securities, among other factors, are reviewed and considered by FS Global Advisor’s management team in determining the appropriate fair value.

Securities that carry certain restrictions on sale typically are valued at a discount from the public market value of the security, where applicable.

If events materially affecting the price of foreign portfolio securities occur between the time when their price was last determined on such foreign securities exchange or market and the time when our NAV was last calculated (

e.g.

, movements in certain U.S. securities indices which demonstrate strong correlation to movements in certain foreign securities markets), such securities may be valued at their fair value as determined in good faith by FS Global Advisor and any independent third-party valuation service, if applicable.

Forward foreign currency exchange contracts typically are valued at their quoted daily prices obtained from an independent third party. The aggregate settlement values and notional amounts of the contracts are not recorded in the consolidated statement of assets and liabilities. Fluctuations in the value of the contracts are recorded in the consolidated statement of assets and liabilities as an asset (liability) and in the consolidated statement of operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on forward foreign currency exchange contracts.

Swaps typically are valued using valuations provided by an independent third-party pricing service. Such valuations generally are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract and, in the case of credit default swaps, generally are based on credit spread quotations obtained from broker-dealers and expected default recovery rates determined by the independent third-party pricing service using proprietary models. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker-dealers.

MANAGEMENT OF THE FUND

Board of Directors and Executive Officers

Board Leadership Structure

The Board consists of seven members, six of whom are considered Independent Directors. Among other things, the Board sets broad policies for us and appoints our officers. The role of the Board, and of any individual director (“Director”), is one of oversight and not of management of our

day-to-day

affairs. Each Director will serve until his or her successor is duly elected and qualified. The Directors are subject to removal or replacement in accordance with Maryland law and our Articles of Incorporation. The Directors serving on the Board were initially elected by our organizational stockholder.

The information contained under the heading “Board Composition and Leadership Structure” in the Fund’s definitive Proxy Statement on Schedule 14A for the Fund’s 2024 annual meeting of stockholders, filed with the SEC on May 17, 2024, is incorporated herein by reference.

Board Role in Risk Oversight

The information contained under the heading “Risk Oversight and Board Structure—Board’s Role in Risk Oversight” in the Fund’s Definitive Proxy Statement on Schedule 14A is incorporated herein by reference.

Experience of Directors

The information contained under the heading “Proposal 1—Director Election Proposal” in the Fund’s Definitive Proxy Statement on Schedule 14A is incorporated herein by reference.

Compensation

The information contained under the heading “Director Compensation” in the Fund’s Definitive Proxy Statement on Schedule 14A is incorporated herein by reference.

Code of Ethics

The Fund has adopted a code of business conduct and ethics (as amended and restated, the “Code of Business Conduct and Ethics”) pursuant to Rule

17j-1

promulgated under the 1940 Act, which applies to, among others, its officers, including its chief executive officer and its chief financial officer, as well as the members of the Board. The Fund’s Code of Business Conduct and Ethics can be accessed via the Fund’s website at https://fsinvestments.com/investments/fsco-corporate-governance/. The Code of Business Conduct and Ethics permits personnel subject to the code to invest in securities, including securities that may be purchased or held by the Fund.

Director Beneficial Ownership of Securities

The information contained under the heading “Security Ownership of Management and Certain Beneficial Owners” in the Fund’s Definitive Proxy Statement on Schedule 14A is incorporated herein by reference.

Investment Advisory Agreement

Pursuant to the Amended and Restated Investment Advisory Agreement, by and between the Fund and FS Global Advisor dated as of November 14, 2022 (the “Investment Advisory Agreement”) and in consideration of the advisory services provided by FS Global Advisor to us, FS Global Advisor is entitled to a fee consisting of two components—the Management Fee and the Incentive Fee.

Services

Subject to the overall supervision of the Board, FS Global Advisor provides us with investment advisory services. Under the terms of the Investment Advisory Agreement, FS Global Advisor:

•

determines the composition and allocation of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes;

•

identifies, evaluates and negotiates the structure of the investments we make;

•

executes, monitors and services the investments we make;

•

determines the securities and other assets that we will purchase, retain or sell;

•

performs due diligence on prospective portfolio companies; and

•

provides us with such other investment advisory, research and related services as we may, from time to time, reasonably request or require for the investment of our funds.

Management Fee

The management fee (“Management Fee”) is calculated and payable quarterly in arrears at the annual rate of 1.35% of our average daily gross assets during such period. The Management Fee may or may not be taken in whole or in part at the discretion of FS Global Advisor. All or any part of the Management Fee not taken as to any quarter will be deferred without interest and may be taken in any such other quarter prior as FS Global Advisor may determine. The Management Fee for any partial quarter will be appropriately prorated.

Incentive Fee

The incentive fee (“Incentive Fee”) is calculated and payable quarterly in arrears based upon our

“pre-incentive

fee net investment income” for the immediately preceding quarter, and is subject to a hurdle rate, expressed as a rate of return on our adjusted capital, equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a

“catch-up”

feature. For this purpose,

“pre-incentive

fee net investment income” means interest income, dividend income and any other income accrued during the calendar quarter, minus our operating expenses for the quarter (including the Management Fee, expenses reimbursed to FS Global Advisor under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding Preferred Stock, but excluding the Incentive Fee).

Pre-incentive

fee net investment income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash.

Pre-incentive

fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Incentive Fee for each quarter is as follows:

•

No Incentive Fee is payable in any calendar quarter in which our

pre-incentive

fee net investment income does not exceed the quarterly hurdle rate of 1.50%;

•

100% of our

pre-incentive

fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.667% in any calendar quarter (6.667% annualized) is payable to FS Global Advisor.

This portion of our

pre-incentive

fee net investment income which exceeds the hurdle rate but is less than or equal to 1.667% is referred to as the

“catch-up.”

The

“catch-up”

provision is intended to provide FS Global Advisor with an incentive fee of 20.0% on all of our

pre-incentive

fee net investment income when our

pre-incentive

fee net investment income reaches 1.667% in any calendar quarter; and

•

10.0% of our

pre-incentive

fee net investment income, if any, that exceeds 1.667% in any calendar quarter (6.667% annualized) is payable to FS Global Advisor once the hurdle rate is reached and the

catch-up

is achieved (10.0% of all our

pre-incentive

fee net investment income thereafter is allocated to FS Global Advisor).

The following is a graphical representation of the calculation of the Incentive Fee:

Quarterly Incentive Fee

Pre-incentive

fee net investment income

(expressed as a percentage of our adjusted capital)

Percentage of our

pre-incentive

fee net investment income allocated to the

Incentive Fee.

These calculations will be appropriately prorated for any period of less than three months.

Management and Incentive Fees Paid

During the fiscal years ended December 31, 2023, 2022 and 2021, we paid management and incentive fees of approximately $45.0 million, $47.6 million and $44.3 million, respectively, to the Adviser pursuant to the Investment Advisory Agreement.

The information contained under “Note 4 to the Notes to Consolidated Financial Statements for the Financial Year Ended December 31, 2023” in our most recent Annual Report on Form

N-CSR

is incorporated by reference herein.

Approval of the Investment Advisory Agreement

The term of the Investment Advisory Agreement was initially for 24 months, commencing on November 13, 2022, and expiring on November 13, 2024. The Board approved an additional

one-year

term of the Investment Advisory Agreement on November 13, 2024, subject to earlier termination in accordance with its terms. Such approval was made in accordance with, and on the basis of an evaluation satisfactory to the Board, as required by Section 15(c) of the 1940 Act and the applicable rules and regulations thereunder.

Administration Agreement

Pursuant to the Administration Agreement, FS Global Advisor oversees our

day-to-day

operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations and other administrative services. FS Global Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to stockholders and reports filed with the SEC. In addition, FS Global Advisor assists us in calculating our NAV, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

We reimburse FS Global Advisor for its actual costs incurred in providing these administrative services, including FS Global Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments providing administrative services to us on behalf of FS Global Advisor. FS Global Advisor is required to allocate the cost of such services to us based on factors such as assets, revenues and/or time allocations. At least annually, the Board reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of FS Global Advisor. The Board then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, the Board considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Board compares the total amount paid to FS Global Advisor for such services as a percentage of our net assets to the same ratios reported by other comparable investment companies. We do not reimburse FS Global Advisor for any services for which it receives a separate fee or for any administrative expenses allocated to a controlling person of FS Global Advisor.

In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including preparing preliminary financial information for review by FS Global Advisor, preparing and monitoring expense budgets, maintaining accounting books and records, processing trade information for us and performing certain portfolio compliance testing.

Expenses

FS Global Advisor bears all of its own costs incurred in providing investment advisory services to us. As described below, however, we bear all other expenses incurred in our business, including amounts that we reimburse to FS Global Advisor for certain administrative services that FS Global Advisor provides or arranges at its expense to be provided to us pursuant to the Administration Agreement.

Expenses borne directly by us include:

•

corporate and organization costs relating to offerings of common stock or preferred stock;

•

the cost of calculating our NAV, including the cost of any third-party pricing or valuation services;

•

the cost of effecting sales and repurchases of the common stock and other securities;

•

the Management Fee and Incentive Fee;

•

investment related expenses (

e.g.

, expenses that, in FS Global Advisor’s discretion, are related to the investment of our assets, whether or not such investments are consummated), including, as applicable, brokerage commissions, borrowing charges on securities sold short, clearing and settlement charges, recordkeeping, interest expense, dividends on securities sold but not yet purchased, margin fees, investment related travel and lodging expenses and research-related expenses and other due diligence expenses;

•

professional fees relating to investments, including expenses of consultants, investment bankers, attorneys, accountants and other experts;

•

fees and expenses relating to software tools, programs or other technology (including risk management software, fees to risk management services providers, third-party software licensing, implementation, data management and recovery services and custom development costs);

•

research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (

e.g.

, telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data);

•

all costs and charges for equipment or services used in communicating information regarding our transactions among FS Global Advisor and any custodian or other agent engaged by us;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

•

federal and any state registration or notification fees;

•

federal, state and local taxes;

•

fees and expenses of Directors not also serving in an executive officer capacity for us or FS Global Advisor;

•

the costs of preparing, printing and mailing reports and other communications, including tender offer correspondence or similar materials, to stockholders;

•

fidelity bond, Directors and officers errors and omissions liability insurance and other insurance premiums;

•

direct costs such as printing, mailing, long distance telephone and staff;

•

overhead costs, including rent, office supplies, utilities and capital equipment;

•

legal expenses (including those expenses associated with preparing our public filings, attending and preparing for Board meetings, as applicable, and generally serving as our counsel);

•

external accounting expenses (including fees and disbursements and expenses related to our annual audit and the preparation of our tax information);

•

costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including compliance with the Sarbanes-Oxley Act of 2002, as amended;

•

all other expenses incurred by us or FS Global Advisor in connection with administering our business, including expenses incurred by FS Global Advisor in performing administrative services for us and administrative personnel paid by FS Global Advisor, to the extent they are not controlling persons of FS Global Advisor any of its affiliates, subject to the limitations included in the Administration Agreement; and

•

any expenses incurred outside of the ordinary course of business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in our organizational documents.

Except as otherwise described in this Prospectus, we will reimburse FS Global Advisor for any of the above expenses that they pay on our behalf, including administrative expenses they incur on our behalf.

Custodian, Distribution Paying Agent, Transfer Agent and Registrar

SS&C GIDS, Inc. serves as our custodian and provides us with accounting services and serves as our distribution paying agent, transfer agent and registrar.

Ownership

The following table sets forth, as of December 31, 2024, the beneficial ownership of the Company’s current directors, executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Common Shares, and all of the Company’s executive officers and directors as a group. For a list of holders of 5% or more of the Fund’s Preferred Shares, please refer to Annex A.

Beneficial ownership is determined in accordance with Rule

13d-3

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and includes voting or investment power with respect to the Shares. Ownership information for those persons who beneficially own 5% or more of the Shares is based upon information furnished by the Company’s transfer agent and other information provided by such persons, if available.


	Common Shares Beneficially Owned as of December 31, 2024
Name and Address of Beneficial Owner	Number of Common Shares			Percentage (%)
Interested Directors
Michael C. Forman		407,583	(3)		*
Independent Directors
Keith Bethel		17,500	(4)		*
Walter W. Buckley, III		15,861			*
Della Clark		8,368			*
Barbara J. Fouss		27,132.603			*
Philip E. Hughes, Jr.		20,788			*
Robert N.C. Nix, III		13,196	(5)		*
Executive Officers
Edward T. Gallivan, Jr.		—			—
Stephen S. Sypherd		16,242
James F. Volk		—			—
All directors and executive officers as a group (10 persons)		526,670.603			*

*	Less than one percent.

(1)	The address of each of the beneficial owners set forth above is c/o FS Credit Opportunities Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

(2)	Based on a total of 198,355,867 Common Shares issued and outstanding on December 31, 2024.

(3)

401,733 Shares held by The 2011 Forman Investment Trust of which Michael C. Forman is the manager; and 5,850 Shares held in an IRA. Michael C. Forman disclaims ownership of any Shares held by Franklin Square Holdings, L.P. or any subsidiary thereof, that exceed his pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for purposes of this report, Section 16, or any other purpose.

(4)	2,500 Shares held indirectly by spouse.

(5)	7,445 Shares held in an IRA, and 5,750 Shares held directly in a brokerage account.

Dollar Range of Securities Beneficially Owned by Directors

The following table sets forth, as of December 31, 2024, the dollar range of the Fund’s equity securities that are beneficially owned by each member of the Board and the aggregate dollar range of equity securities in all registered investment companies overseen by such director within the same family of investment companies as the fund.


Name of Director	Dollar Range of Equity Securities Beneficially Owned		Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies
Interested Directors:
Michael C. Forman		Over $100,000		Over $100,000
Independent Directors:
Keith Bethel		$50,001-$100,000		$10,001-$50,000
Walter W. Buckley, III		$50,001-$100,000		$50,001-$100,000
Della Clark		$10,001-$50,000		$10,001-$50,000
Barbara J. Fouss		Over $100,000		$50,001-$100,000
Philip E. Hughes, Jr.		Over $100,000		Over $100,000
Robert N.C. Nix, III		$50,001-$100,000		$10,001-$50,000

(1)	Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) promulgated under the Exchange Act.

(2)	The dollar range of equity securities beneficially owned by the Fund’s directors is calculated in accordance with the applicable account statement rules of The Financial Industry Regulatory Authority, Inc.

(3)	The dollar range of equity securities beneficially owned are: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000 or over $100,000.

PORTFOLIO MANAGEMENT

The management of our investment portfolio is the responsibility of FS Global Advisor and its investment committee. The members of FS Global Advisor’s investment committee are Andrew Beckman, Nicholas Heilbut and Robert Hoffman. The members of FS Global Advisor’s investment committee are not employed by us and receive no direct compensation from us in connection with their portfolio management activities.

Below is biographical information relating to the members of FS Global Advisor’s investment committee.

Andrew Beckman

is a Managing Director and Head of the FS Global Credit business. He serves as the Portfolio Manager for FS Credit Opportunities Fund, FS Tactical Opportunities fund, FS Specialty Lending Fund and FS Credit Income Fund. Previously, Andrew Beckman was a Partner and Head of Corporate Credit and Special Situations at DW Partners, a $3 billion alternative credit manager. Prior to joining DW Partners, he built and managed Magnetar Capital’s event-driven credit business and served as Head of Event Credit and Head of its Credit Opportunities Fund. Prior to this, he was a Managing Director and

Co-Head

of Goldman Sachs’ Special Situations Multi-Strategy Investing Group. Earlier in his career, he worked at lnvestcorp International in its North American private equity business and at Salomon Smith Barney in the Investment Bank’s Mergers and Acquisitions Group. Mr. Beckman graduated magna cum laude from the University of Pennsylvania’s Wharton School of Business, earning a BS in Economics with a concentration in Finance and Management. Mr. Beckman joined FS Investments in 2017.

Nick Heilbut

is a Managing Director for the FS Global Credit business. He serves as a Portfolio Manager and Director of Research for FS Credit Opportunities Fund, FS Tactical Opportunities Fund, FS Specialty Lending Fund and FS Credit Income Fund. Previously Mr. Heilbut was a Managing Director at DW Partners where he focused on investments in stressed and distressed debt. He served as the Head of Research for Magnetar’s Event Credit business and the Magnetar Credit Opportunities Fund and was also a member of the Event Driven Investment Committee. Prior to joining Magnetar, Mr. Heilbut but worked at Serengeti Asset Management where he was responsible for the firm’s investments in financial institutions, health care, media and sovereign debt. He joined Serengeti from Goldman Sachs where he was a Vice President in the firm’s Special Situations Group Multi-Strategy Investing business. There, he invested in multiple asset classes including public corporate credit and equities, private corporate credit and equities, drug royalties and distressed financial assets. Mr. Heilbut began his career as an Associate in Donaldson, Lufkin & Jenrette’s Mortgage Department. Mr. Heilbut earned a BA in History (Phi Beta Kappa) from the University of Michigan and an MBA from Columbia Business School. Mr. Heilbut joined FS Investments in 2017.

Robert Hoffman

serves as Managing Director, Credit Wealth Solutions and is the firm’s primary subject matter expert on the corporate credit markets and select alternative investment solutions. He develops key communications and resources to help position and educate on FS Investments’ products. He previously served as the firm’s Head of Investment Research, leading the team that analyzes the fundamentals behind market movements, macroeconomic trends and the performance of specific industries. Mr. Hoffman has over 20 years of experience in the investment and financial services industry. Most recently, he was an Executive Director at Nomura Corporate Research and Asset Management, Inc., an asset management firm with approximately $20 billion in assets under management. At Nomura, he was responsible for loan portfolio management and trading, and he and his team managed nearly $3 billion in loan assets for retail and institutional clients. Prior to becoming a portfolio manager, he was a senior credit analyst focusing primarily on first- and second-lien corporate loan issues. He covered a range of sectors including energy and gas, utilities, healthcare, chemicals, technology, autos and industrials. Mr. Hoffman graduated from Columbia University with a BA in Political Science and is a Chartered Financial Analyst. Mr. Hoffman joined FS Investments in 2012.

Other Accounts Managed by Portfolio Managers

Andrew Beckman, Nick Heilbut and Robert Hoffman, the portfolio managers primarily responsible for the

day-to-day

management of the Fund also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of December 31, 2024: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by each portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.


	Number of Accounts		Assets of Accounts (in thousands) (1)		Number of Accounts Subject to a Performance Fee		Assets Subject to a Performance Fee (in thousands) (1)
Andrew Beckman
Registered Investment Companies		1	$	1,007,743		—	$	—
Other Pooled Investment Vehicles		4	$	2,766,418		4	$	2,766,418
Other Accounts		8	$	1,709,663		5	$	1,470,377
Nick Heilbut
Registered Investment Companies		1	$	1,007,743		—	$	—
Other Pooled Investment Vehicles		4	$	2,766,418		4	$	2,766,418
Other Accounts		8	$	1,709,663		5	$	1,470,377
Robert Hoffman
Registered Investment Companies		1	$	1,007,743		—	$	—
Other Pooled Investment Vehicles		1	$	2,078,597		1	$	2,078,597
Other Accounts		—	$	—		—	$	—

(1)	The assets for the accounts with fiscal year ends of December 31 represent assets as of September 30, 2024. The assets for the accounts with fiscal year ends of October 31 represent assets as of October 31, 2024.

Compensation of Portfolio Managers

FS Global Advisor’s investment personnel are not employed by the Fund and receive no direct compensation from the Fund in connection with their investment management activities.

Consistent with FS Investments’ integrated culture, FS Investments has one firm-wide compensation and incentive structure, which covers investment personnel who render services to the Fund on behalf of FS Global Advisor. FS Investments’ compensation structure is designed to align the interests of the investment personnel serving the Fund with those of stockholders and to give everyone a direct financial incentive to ensure that all of FS Investments’ resources, knowledge and relationships are utilized to maximize risk-adjusted returns for each strategy.

Each of FS Investments’ senior executives, including each of the investment personnel who render services to the Fund on behalf of FS Global Advisor, receives a base salary and is eligible for a discretionary bonus. In addition to discretionary bonuses, investment professionals of FS Investments may be eligible to receive incentive compensation, including equity awards, from FS Investments based on the earnings or other performance metrics of the applicable investment advisor and/or fund.

All final compensation decisions are made by the management committee of FS Investments based on input from managers. Base compensation and discretionary bonuses are determined based on a combination of factors, which could include, among others, considerations such as overall firm performance, individual contribution and performance, and relevant market and competitive compensation practices for other businesses.

Securities Owned in the Fund by Portfolio Managers

The table below sets forth the dollar range of the value of our common shares that are owned beneficially by each portfolio manager as of December 31, 2024. For purposes of this table, beneficial ownership is defined to mean a direct or indirect pecuniary interest.


Name of Portfolio Manager		Dollar Range of Equity Securities in the Fund (1)
Andrew Beckman		None
Nick Heilbut		None
Robert Hoffman		$50,000 - $100,000

(1)	Dollar ranges are as follows: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, $100,001—$500,000, $500,001—$1,000,000 and over $1,000,000.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The information contained under the caption “Certain Relationships and Related Party Transactions” in our most recent Definitive Proxy Statement on Schedule 14A is incorporated by reference herein.

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

Except as set forth in Appendix A, to the knowledge of the Company, as of December 31, 2024, no person was the beneficial owner of more than 5% of the Company’s outstanding Preferred Shares. The Company’s current directors and executive officers do not own any of the Company’s outstanding Preferred Shares.

Beneficial ownership is determined in accordance with Rule

13d-3

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of May 1, 2024. Ownership information for those persons who beneficially own 5% or more of the Shares is based upon information furnished by the Company’s transfer agent and other information provided by such persons, if available.


	Common Shares Beneficially Owned as of December 31, 2024
Name and Address of Beneficial Owner (1)	Number of Common Shares			Percentage (%) (2)
Interested Directors
Michael C. Forman		742,841	(3)		*
Independent Directors
Keith Bethel		14,000	(4)		*
Walter W. Buckley, III		15,861			*
Della Clark		3,928			*
Barbara J. Fouss		21,129.566			*
Philip E. Hughes, Jr.		20,788			*
Robert N.C. Nix, III		8,395	(5)		*
Executive Officers
Edward T. Gallivan, Jr.		—			—
Stephen S. Sypherd		16,242
James F. Volk		—			—
All directors and executive officers as a group (10 persons)		843,184.566			*

*	Less than one percent.

(1)	The address of each of the beneficial owners set forth above is c/o FS Credit Opportunities Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

(2)	Based on a total of 198,355,867 Common Shares issued and outstanding on May 1, 2024.

(3)

401,733 Shares held by MCFDA SCV LLC, a wholly-owned special purpose financing vehicle of which The 2011 Forman Investment Trust is a member and Michael C. Forman is the manager; 335,258 Shares held by FSH Seed Capital Vehicle I LLC, a wholly-owned special purpose financing subsidiary of Franklin Square Holdings, L.P. (“FS Investments”); and 5,850 Shares held in an IRA. Michael C. Forman disclaims ownership of any Shares held by FS Investments or any subsidiary thereof, that exceed his pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all reported shares for purposes of this report, Section 16, or any other purpose.

(4)	2,500 Shares held indirectly by spouse.

(5)	All Shares held in an IRA.

DISTRIBUTION REINVESTMENT PLAN

Pursuant to the DRP, the Fund will reinvest all cash dividends or distributions declared by the Board on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Board declares a distribution, then stockholders who have not elected to “opt out” of the DRP will have their distributions automatically reinvested in additional shares of the Fund’s common stock.

No action will be required on the part of a registered stockholder to have its cash distributions reinvested in shares of our common stock. A registered stockholder will be able to elect to receive an entire cash distribution in cash by notifying SS&C GIDS, Inc., the plan administrator and our transfer agent and registrar, in writing, so that notice is received by the plan administrator no later than 10 days prior to the record date for a cash distribution.

Those stockholders whose shares are held by a broker or other financial intermediary may be able to receive distributions in cash by notifying their broker or other financial intermediary of their election. If a stockholder holds shares of our common stock in the name of a broker or financial intermediary, they should contact such broker or financial intermediary regarding their option to elect to receive distributions in cash in lieu of shares of our common stock.

The plan administrator will set up an account for shares acquired through our distribution reinvestment plan for each stockholder who has not affirmatively elected to receive distributions in cash.

With respect to each distribution pursuant to the DRP, the Fund reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of the DRP. Unless the Fund, in its sole discretion, otherwise directs the plan administrator, (A) if the per share market price (as defined in the DRP) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of the Fund’s common stock on the payment date for the distribution, then the Fund will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the per share market price is less than the net asset value per share, then, in the sole discretion of the Fund, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) the Fund will issue shares of common stock at net asset value per share. Pursuant to the terms of the DRP, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which the Fund issues such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

There will be no brokerage charges or other sales charges on newly issued shares of our common stock acquired by a participant under our distribution reinvestment plan. The plan administrator’s service fee, if any, and expenses for administering our distribution reinvestment plan will be paid for by us.

If a stockholder receives distributions in the form of common stock pursuant to the DRP, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If the Fund’s common stock is trading at or below net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If the Fund’s common stock is trading above net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of the fair market value of the Fund’s common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.

If a stockholder holds its common stock with a brokerage firm that does not participate in the Fund’s DRP, such stockholder will not be able to participate in the DRP and any dividend reinvestment may be effected on different terms than those described above. Stockholders should consult with their financial advisor for more information.

The Fund reserves the right to amend, suspend or terminate the DRP. A stockholder may terminate its account under the DRP by notifying the plan administrator in writing. All correspondence concerning the DRP should be directed to the plan administrator by mail at FS Credit Opportunities Corp., c/o SS&C GIDS, Inc., 1055 Broadway, Kansas City, Missouri 64105. A stockholder may obtain a copy of the DRP by request to the plan administrator or by contacting the Fund. A participant may terminate its account under our distribution reinvestment plan by so notifying the plan administrator, which termination will be effective immediately if the participant’s notice is received by the plan administrator no later than 10 days prior to the record date for a cash distribution.

We have filed our distribution reinvestment plan with the SEC as an exhibit to the registration statement of which this Prospectus is a part. You may obtain a copy of the plan by request to the plan administrator or by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by calling us collect at (215)

495-1150

or by visiting our website at

https://fsinvestments.com/investments/fs-credit-opportunities-corp/

DESCRIPTION OF SECURITIES

This Prospectus contains a summary of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities. These summaries are not meant to be a complete description of each security. However, this Prospectus and the accompanying prospectus supplement will contain the material terms and conditions for each security.

DESCRIPTION OF OUR CAPITAL STOCK

The following description is based on relevant portions of the Maryland General Corporation Law (the “MGCL”) and on our charter and bylaws. This summary is not intended to be complete, and we refer you to the MGCL and to our charter and bylaws, copies of which have been filed as exhibits to the registration statement of which this Prospectus is a part, for a more detailed description of the provisions summarized below. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to any shares of our capital stock being offered.

Capital Stock

Our charter authorizes us to issue up to 800,000,000 shares of stock, of which 750,000,000 shares are classified as common stock, par value $0.001 per share, and 50,000,000 shares are classified as preferred stock, par value $0.001 per share, with 500,000 shares of the preferred stock further classified into several series, as follows: 45,000 shares classified as Term Preferred Shares, Series 2023-Floating Rate (the “Series

2023-A

Term Preferred Shares”), 55,000 shares classified as Term Preferred Shares, Series 2023 – Fixed Rate (the “Series

2023-B

Term Preferred Shares”), 100,000 shares classified as Term Preferred Shares, Series 2026 (the “Series 2026 Term Preferred Shares”), 50,000 shares classified as Term Preferred Shares, Series 2025 (the “Series 2025 Term Preferred Shares”), 50,000 shares classified as Term Preferred Shares, Series

2025-2

(the “Series

2025-2

Term Preferred Shares”), 100,000 shares classified as Term Preferred Shares, Series 2027 (the “Series 2027 Term Preferred Shares”) and 100,000 shares classified as Term Preferred Shares, Series 2029 (the “Series 2029 Term Preferred Shares”) and, together with the Series

2023-A

Term Preferred Shares, Series

2023-B

Term Preferred Shares, Series 2026 Term Preferred Shares, Series 2025 Term Preferred Shares and Series

2025-2

Term Preferred Shares, the “Preferred Stock”). A majority of the Board, without any action by our stockholders, may amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.

Our common stock trades on the NYSE under the ticker symbol “FSCO”. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans.

The last reported closing market price of our common stock on December 31, 2024 was $6.82 per share. As December 31, 2024, we had 3,448 stockholders of record, which does not include beneficial owners of shares of common stock held in “street” name by brokers and other institutions on behalf of beneficial owners.

The following are our outstanding classes of equity securities as of December 31, 2024:


Title of Class	Amount Authorized		Amount Held by Us or for Our Account		Amount Outstanding
Common Stock, par value $0.001 per share		750,000,000		—		198,355,867
Preferred Stock, par value $0.001 per share		50,000,000		—		500,000

Our charter also contains a provision permitting the Board to classify or reclassify any unissued shares of common stock or preferred stock in one or more classes or series of common stock or preferred stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, or terms or conditions of redemption of the common stock or preferred stock. We believe that the power to classify or reclassify unissued shares of capital stock and thereafter issue the classified or reclassified shares provides us with increased flexibility in structuring possible future financings and investments and in meeting other needs that might arise.

Common Stock

All shares of our common stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the

holders of our common stock if, as and when authorized by the Board and declared by us out of funds legally available therefore, subject to any preferential rights of holders of our Preferred Stock. Shares of our common stock have no preemptive, conversion or redemption rights and will be freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and except for the listing-related transfer restrictions described further below. In the event of our liquidation, dissolution or winding up, each share of our common stock will be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our Preferred Stock, if any Preferred Stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as may be provided by the Board in setting the terms of classified or reclassified stock, the holders of our common stock will possess exclusive voting power. There will be no cumulative voting. As permitted by the MGCL, our charter provides that the presence of stockholders entitled to cast

one-third

of the votes entitled to be cast at a meeting of stockholders will constitute a quorum

Preferred Stock

General

Our charter authorizes the Board to classify and reclassify any unissued shares of stock into other classes or series of stock, including Preferred Stock. Prior to issuance of shares of each class or series, the Board is required by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.

All of our existing shares of Preferred Stock have a liquidation preference of $1,000 per share (the “Liquidation Preference”). In the event of our liquidation, the holders of Preferred Stock will be entitled to receive a liquidation distribution per share equal to the Liquidation Preference, plus an amount equal to all unpaid dividends and other distributions accumulated to the date fixed for distribution or payment.

Dividends accrue on our existing shares of Preferred Stock at rates that vary by series and that increase upon the occurrence of certain events, as further described below.

Each of our existing series of Preferred Stock ranks senior in right of payment to our common stock and ranks equal in right of payment with each other series of Preferred Stock.

We are obligated to redeem our existing shares of preferred stock on dates that vary by series, unless redeemed in accordance with their terms prior to such date, as further described below.

In addition, we are obligated to redeem, or make an offer to redeem, certain of our existing shares of preferred stock upon the occurrence of certain events. For example, with respect to our Term Preferred Shares, Series 2026 and Term Preferred Shares, Series 2027, if FS Global Advisor, or an affiliate thereof, ceases to be our investment advisor and is not timely replaced by another investment advisor reasonably acceptable to holders of a majority of the applicable series of preferred stock, we are required to make an offer to redeem such series of preferred stock. We also have the right to redeem our existing shares of preferred stock in certain circumstances. Each of our existing shares of preferred stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. The holders of our preferred stock and common stock vote together as a single class; provided that holders of our preferred stock, voting separately as a class, elect two of our directors at all times and will elect a majority of our directors to the extent we fail to pay dividends on any preferred stock in an amount equal to two full years of dividends on such preferred stock.

For a description of our preferred stock, see “Description of Our Preferred Stock” in this Prospectus.

Limitation on Liability of Directors and Officers; Indemnification and Advancement of Expenses

Maryland law permits a Maryland corporation to include in its charter a provision expanding or limiting the liability of its directors and officers to the corporation and its stockholders for money damages, but a corporation may not include any provision that restricts or limits the liability of directors or officers to the corporation or its stockholders

(a) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services; or

(b) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

Our charter contains a provision which limits directors’ and officers’ liability to us and our stockholders for money damages, to the maximum extent permitted by Maryland law. In addition, we have obtained directors’ and officers’ liability insurance.

Under the MGCL, a Maryland corporation may indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to the corporation or at its request, unless it is established that (i) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the director actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Maryland law does not permit indemnification in respect of any proceeding in which the party seeking indemnification shall have been adjudged to be liable to the corporation. Further, a party may not be indemnified for a proceeding brought by that party against the corporation, except (i) for a proceeding brought to enforce indemnification or (ii) if the charter or bylaws, a resolution of the corporation’s board of directors or an agreement approved by the corporation’s board of directors to which the corporation is a party expressly provides otherwise.

Our charter permits us to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual (a) who is a present or former director or officer of ours and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law.

Our charter provides that any provisions of the charter relating to limiting liability of directors and officers or to indemnifying directors and officers are subject to any applicable limitations in the 1940 Act.

Our bylaws obligate us to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who (a) is a present or former director or officer of ours and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) while a director or officer of ours and at our request, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such

person may incur, in each case to the fullest extent permitted by Maryland law and the 1940 Act. Our charter and bylaws also permit us to provide such indemnification and advancement for expenses to a person who served a predecessor of ours in any of the capacities described in (a) or (b) above and to any employee or agent of ours or a predecessor of ours. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Board of Directors

Our charter provides that the number of directors will be five and may be increased or decreased by the Board in accordance with our bylaws. Our bylaws provide that the number of directors may not be less than the minimum number required by the MGCL or more than twelve. Our charter also provides that the directors shall be classified, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number as possible as determined by the Board. Generally, at each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting shall be elected for a three-year term and until their successors are duly elected and qualify. Our directors may be elected to an unlimited number of successive terms.

Our bylaws provide that, if the number of nominees is greater than the number of directors to be elected at the meeting (a “Contested Election”), directors shall be elected by the affirmative vote of a majority of the shares of stock outstanding and entitled to vote at a meeting of stockholders duly called and at which quorum is present. However, other than a Contested Election, a director shall be elected if such director receives the affirmative vote of a plurality of the shares of stock for which votes were cast at a meeting of stockholders duly called and at which a quorum is present.

Except as may be provided by the Board in setting the terms of any class or series of preferred stock, pursuant to an election in our charter as permitted by the MGCL, any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.

Pursuant to our charter, subject to the rights, if any, of holders of one or more classes or series of preferred stock to elect or remove one or more directors, any director, or the entire board of directors, may be removed from office at any time only for cause and only by the affirmative vote of at least

two-thirds

of the votes entitled to cast generally in the election of directors. Pursuant to our bylaws, any director may resign at any time by delivering his or her resignation to the Board, the chairman of the board or the secretary, which resignation shall take effect immediately upon its receipt or at such later time specified in the resignation.

We currently have a total of seven members of the Board, six of whom are independent directors. A director is considered independent if he or she is not an “interested person” as that term is defined under Section 2(a)(19) of the 1940 Act. Our charter provides that a majority of the Board must be independent directors except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of his or her successor.

Action by Stockholders

The MGCL provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting (unless the charter permits the written consent in lieu of a meeting to be less than unanimous). Our charter does not permit written consent in lieu of a meeting for action by holders of our common stock. The MGCL and our bylaws provide that for the holders of our preferred stock, they may act without a meeting, without prior notice and without a vote, if such written consent is signed by the

holders of our preferred stock entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted and if the Fund gives notice of the action not later than ten days after the effective time of the action to each holder of the class or series of stock. The provisions permitting such action by holders of our preferred stock, would not permit action to be taken in this manner, where holders of our common stock and holders of our preferred stock vote together as one class. These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to the Board and the proposal of business to be considered by stockholders may be made only (a) pursuant to our notice of the meeting, (b) by the Board or (c) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board at a special meeting may be made only (x) pursuant to our notice of the meeting, (y) by the Board or (z) provided that the Board has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford the Board a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by the Board, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give the Board any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of a different forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or our stockholders or asserting a breach of any standard of conduct set forth in the MGCL, (c) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL, or our charter or bylaws or (d) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. With respect to any proceeding described in the foregoing sentence that is in the Circuit Court for Baltimore City, Maryland, our bylaws provide that we and the stockholders consent to the assignment of such proceeding to the Business and Technology Case Management Program pursuant to Maryland Rule

16-308

or any successor thereof. Our bylaws also provide that, unless we consent in writing to the selection of a different forum, to the fullest extent permitted by law, the federal district courts for the United States of America, shall be the sole and exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act.

Calling of Special Meetings of Stockholders

Our bylaws provide that special meetings of stockholders may be called by the Board, the chairman of the Board, or certain of our officers. In addition, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting.

Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, sell all or substantially all of its assets or engage in a share exchange, unless the transaction is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least

two-thirds

of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a greater or lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Under our charter, provided that our directors then in office have approved and declared the action advisable and submitted such action to the stockholders, action that requires stockholder approval, including amending our charter, our dissolution, a merger, consolidation or a sale of all or substantially all of our assets must be approved by only the affirmative vote of stockholders entitled to cast at least a majority of all the votes entitled to be cast on the matter. Notwithstanding the foregoing, our charter provides that the affirmative vote of the holders of shares entitled to cast at least 80% of all the votes entitled to be cast on the matter, with each class that is entitled to vote on the matter voting as a separate class, shall be required to effect any amendment to our charter to make our common stock a “redeemable security” or convert us, whether by merger or otherwise, from a

“closed-end

company” to an

“open-end

company” (as such terms are defined in the 1940 Act), to cause our liquidation or dissolution or any amendment to our charter to effect any such liquidation or dissolution, or to amend certain charter provisions, provided that, if the Continuing Directors (as defined in our charter), by a vote of at least

two-thirds

of such Continuing Directors, in addition to approval by the Board, approve such amendment, the affirmative vote of only the holders of stock entitled to cast a majority of all the votes entitled to be cast on the matter shall be required.

Our charter and bylaws provide that the Board will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

No Appraisal Rights

In certain extraordinary transactions, the MGCL provides the right to dissenting stockholders to demand and receive the fair value of their shares, subject to certain procedures and requirements set forth in the statute. Those rights are commonly referred to as appraisal rights. Except with respect to appraisal rights provided by the Board in setting the terms of any class of preferred stock or arising in connection with the Control Share Acquisition Act discussed below, as permitted by the MGCL, our charter provides that stockholders will not be entitled to exercise appraisal rights in connection with any transaction. None of the terms of our series of preferred stock include appraisal rights.

Control Share Acquisitions

The MGCL provides that holders of control shares of a Maryland corporation acquired in a control share acquisition are not permitted to vote those shares unless approved by a vote of

two-thirds

of the votes entitled to be cast on the matter, which we refer to as the Control Share Acquisition Act. Shares owned by the acquirer, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except

solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

•

one-tenth

or more but less than

one-third;

•

one-third

or more but less than a majority; or

•

a majority or more of all voting power.

The requisite stockholder approval must be obtained each time an acquirer crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the corporation’s board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may present the question at any stockholders meeting.

Unless the charter or bylaws provide otherwise, if voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights have previously been approved. The corporation’s right to repurchase control shares is subject to certain conditions and limitations, including compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

A Maryland corporation registered under the 1940 Act as a closed end investment company is not subject to the Control Share Acquisition Act unless its board of directors adopts a resolution to be subject to it. The Board has adopted such a resolution but, pursuant to our bylaws, it does not apply to (a) the voting rights of any person acquiring shares of (i) any class or series of stock of the Fund other than common stock or (ii) stock of ours in a control share acquisition (as defined in the Control Share Acquisition Act) if, prior to the acquisition, the person obtains approval of the board of directors exempting the acquisition from the Control Share Acquisition Act specifically, generally, or generally by type, which exemption may include the person and the person’s affiliates or associates or other persons, or (b) the extent that any provisions of the Control Share Acquisition Act are determined to be inconsistent with the 1940 Act. There can be no assurance that the bylaw provisions relating to the Control Share Acquisition Act will not be amended or eliminated at any time in the future (before or after a control share acquisition). However, we will amend our bylaws to repeal such provisions only if the Board determines that it would be in our best interests and subject to any determination, by the staff of the SEC or any court of competent jurisdiction, as to whether our being subject to the Control Share Acquisition Act conflicts with the 1940 Act.

See “Legal Proceedings” in this Prospectus regarding the status of recent determinations relating to whether and the extent to which our being subject to the Control Share Acquisition Act conflicts with the 1940 Act.

The Control Share Acquisition Act also does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the corporation’s charter or bylaws.

Stockholder Liability

The MGCL provides that our stockholders are under no obligation to us or our creditors with respect to their shares other than the obligation to pay to us the full amount of the consideration for which their shares were issued.

Under our charter, our stockholders shall not be liable for any debt, claim, demand, judgment or obligation of any kind by reason of being a stockholder, nor shall any stockholder be subject to any personal liability by reason of being a stockholder.

Business Combinations

Under the MGCL, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. We refer to these provisions as the Business Combination Act. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

•

any person who beneficially owns 10% or more of the voting power of the corporation’s shares; or

•

an affiliate or associate of the corporation who, at any time within the

two-year

period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.

After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors and approved by the affirmative vote of at least:

•

80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

•

two-thirds

of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.

Additional Provisions of the Maryland General Corporation Law

The MGCL provides that a Maryland corporation that is subject to the Exchange Act and has at least three outside directors can elect by resolution of the board of directors to be subject to some corporate governance provisions that may be inconsistent with the corporation’s charter and bylaws. Under the applicable statute, a board of directors may classify itself without the vote of stockholders. A board of directors classified in that

manner cannot be altered by amendment to the charter of the corporation. Further, the board of directors may, by electing into applicable statutory provisions and notwithstanding the charter or bylaws:

•

provide that a special meeting of stockholders will be called only at the request of stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting;

•

reserve for itself the right to fix the number of directors;

•

provide that a director may be removed only by the vote of the holders of

two-thirds

of the stock entitled to vote;

•

retain for itself sole authority to fill vacancies created by the death, removal or resignation of a director; and

•

provide that all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors, in office, even if the remaining directors do not constitute a quorum.

In addition, if the board of directors is classified, a director elected to fill a vacancy under this provision will serve for the balance of the unexpired term instead of until the next annual meeting of stockholders. A board of directors may implement all or any of these provisions without amending the charter or bylaws and without stockholder approval. A corporation may be prohibited by its charter or by resolution of its board of directors from electing any of the provisions of the statute. We are not prohibited from implementing any or all of the statute. The Board has elected into the applicable statutory provisions, which provide that, except as may be provided by the board in setting the terms of any class of preferred stock, any vacancies on the board may be filled only by a majority of the directors then in office, even if less than a quorum, and a director elected to fill a vacancy will serve for the balance of the unexpired term.

Conflict with the 1940 Act

Our bylaws provide that, if and to the extent that any provision of the MGCL, including the Control Share Acquisition Act and the Business Combination Act, or any provision of our charter or bylaws conflicts with any mandatory provision of the 1940 Act, the applicable provision of the 1940 Act will control.

DESCRIPTION OF OUR PREFERRED STOCK

Under the terms of our charter, the Board is authorized to issue shares of preferred stock in one or more classes or series without stockholder approval. The Board has discretion to determine the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of each series of preferred stock.

Preferred stock may be issued with rights and preferences that would adversely affect the holders of common stock. Preferred stock may also be used as an anti-takeover device. Every issuance of preferred stock will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance of preferred stock and before any distribution is made with respect to our common stock and before any purchase of common stock is made, the aggregate involuntary liquidation preference of such preferred stock together with the aggregate involuntary liquidation preference or aggregate value of all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

For any series of preferred stock that we may issue, the Board will determine and the prospectus supplement relating to such series will describe:

•

the designation and number of shares of such series;

•

the rate and time at which, and the preferences and conditions under which, any dividends or other distributions will be paid on shares of such series, as well as whether such dividends or other distributions are participating or

non-participating;

•

any provisions relating to convertibility or exchangeability of the shares of such series, including adjustments to the conversion price of such series;

•

the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;

•

the voting powers, if any, of the holders of shares of such series;

•

any provisions relating to the redemption of the shares of such series;

•

any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;

•

any conditions or restrictions on our ability to issue additional shares of such series or other securities;

•

if applicable, a discussion of certain U.S. federal income tax considerations; and

•

any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.

The Fund previously authorized and designated (i) 50,000 Series 2025 Term Preferred Shares; (ii) 50,000 Series

2025-2

Term Preferred Shares; (iii) 100,000 Series 2026 Term Preferred Shares; (iv) 100,000 Series 2027 Term Preferred Shares; and (v) 100,000 Series 2029 Term Preferred Shares. We also previously authorized and designated 45,000 shares of Term Preferred Shares, Series 2023—Floating Rate and 55,000 shares of Term Preferred Shares, Series 2023—Fixed Rate, all of which were fully redeemed in August 2023. The Preferred Shares, including the Series 2029 Term Preferred Shares, are fully paid and

non-assessable

and none of which have preemptive, conversion, or exchange rights or rights to cumulative voting. Preferred shares of any series

rank equally with any other series of preferred stock that we may issue in the future as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of our affairs. Preferred shares have preference over the common stock with respect to the payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of our affairs. Preferred shares will be subordinated in right of payment to any of our existing and future indebtedness, as to the distribution of assets upon dissolution, liquidation or winding up of our affairs. The terms applicable to preferred stock, except as may be modified by any Appendix to the Articles of Incorporation with respect to a particular series of preferred stock, are set forth below.

Dividends and Dividend Periods

General

. The following is a general description of dividends and dividend periods for our preferred stock. The holders of preferred stock of any series will be entitled to receive, when, as and if declared by, or under authority granted by, the Board, out of funds legally available for the payment thereof and in preference to dividends and other distributions on common stock, cumulative cash dividends and other distributions on each share at the applicable Dividend Rate applicable to such series of preferred stock in effect during each applicable Dividend Period (as defined below) applicable to such series applied to the liquidation preference applicable to such series. Dividends and other distributions on preferred stock of any series will accumulate from the date of original issue.

Dividend Rate, Payment of Dividends and Dividend Periods.

With respect to preferred stock of any series, the “Dividend Rate,” “Dividend Period” and “Dividend Payment Date” for such series shall be as set forth in the applicable Appendix to the Articles of Incorporation. The Dividend Rate for the preferred stock of such series may also be adjusted periodically upon the occurrence of certain events resulting in a “Default.” See “—Default Rate.”

Default Rate

. With respect to each series to preferred stock, except as modified in the applicable Appendix to the Articles of Incorporation in respect of such series of preferred stock, the “Default Rate” for any calendar day on which a Default (as defined below) with respect to the sum of such series is in effect will be equal to the Dividend Rate applicable to preferred stock of such series in effect on such day plus five percent (5%) per annum. The applicable Dividend Rate for preferred stock of such series will be adjusted to the Default Rate for any date on which (and for any succeeding period during which) we fail to deposit with the applicable redemption and paying agent by 12:00 noon, New York City time, on the (i) Dividend Payment Date applicable to preferred stock of such series, Deposit Securities (as defined below) that will provide funds available to the applicable redemption and paying agent on such Dividend Payment Date sufficient to pay the full amount of any dividend on such series, payable on such Dividend Payment Date (a “Dividend Default”) or (ii) the Redemption Date applicable to such series, Deposit Securities that will provide funds available to the applicable redemption and paying agent on such Redemption Date sufficient to pay the full amount of the redemption price applicable to such series payable on such Redemption Date (a “Redemption Default” and, together with a Dividend Default, referred to as a “Default”). A Dividend Default or a Redemption Default will end on the business day on which, by 12:00 noon, New York City time, an amount equal to all unpaid dividends and any unpaid redemption price, as applicable, has been deposited irrevocably in trust in

same-day

funds with the applicable redemption and paying agent.

Reporting of Default Rate.

With respect to each series of preferred stock, except as modified in the applicable Appendix to the Articles of Incorporation in the event that a Default Rate is in effect for such series, we will, or will request the applicable redemption and paying agent, on our behalf, as soon as practicable (but in no event later than five (5) business days following the first day that such applicable Default Rate is in effect), notify the holders of record of preferred stock of such series on the first day that such Default Rate was in effect by overnight delivery, by first class mail, postage prepaid or by electronic means, in each case reasonably designed to reach all holders of record of the effectiveness of the applicable Default Rate and the date(s) on which such Default Rate was effective. In addition, following the end of a Default triggering such Default Rate, we will, or will request the applicable redemption and paying Agent, on our behalf, as soon as practicable (but in no event

later than five business days following the last day that such Default Rate is in effect), notify the holders of record of the preferred stock of such series, on the first day that such Default Rate ceased to be in effect by overnight delivery, by first class mail, postage prepaid, or by electronic means reasonably designed to reach all holders of record of the date on which such Default Rate ceased to be effective.

Mechanics of Payment of Dividends

. With respect to each series of preferred stock, except as set forth in the applicable Appendix to the Articles of Incorporation, not later than 12:00 noon, New York City time, on any Dividend Payment Date applicable to preferred stock of such series, we will deposit with the applicable redemption and paying agent sufficient funds for the payment of dividends applicable to such series in the form of Deposit Securities. “Deposit Securities” will generally consist of (i) cash or cash equivalents; (ii) direct obligations of the United States or its agencies or instrumentalities that are entitled to the full faith and credit of the United States (“U.S. Government Obligations”); (iii) investments in money market funds registered under the 1940 Act that qualify under Rule

2a-7

under the 1940 Act and certain similar investment vehicles that invest principally in U.S. Government Obligations; or (iv) any letter of credit from a bank or other financial institution that has a credit rating from at least one NRSRO that is the highest applicable rating generally ascribed by such NRSRO to bank deposits or short-term debt of banks or such other financial institutions as of the date of the Supplement in each case either that is a demand obligation payable to the holder on any business day or that has a maturity date, mandatory redemption date or mandatory payment date preceding the relevant Redemption Date, Dividend Payment Date or other payment date applicable to preferred stock of such series.

With respect to each series of preferred stock, all Deposit Securities deposited with the applicable redemption and paying agent for the payment of dividends will be held in trust for the payment of such dividends to the holders of preferred stock of such series. With respect to each series of preferred stock, dividends will be paid by the applicable redemption and paying agent to the holders of preferred stock of such series as their names appear on our registration books on the record date for any applicable Dividend Period. Dividends that are in arrears for any past Dividend Period may be declared and paid at any time, without reference to any applicable regular Dividend Payment Date. Such payments will be made to holders of preferred stock of such Series as their names appear on our registration books on such date, not exceeding 15 calendar days preceding the payment date thereof, as may be fixed by the Board. Any payment of dividends in arrears will first be credited against the earliest accumulated but unpaid dividends. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on preferred stock which may be in arrears. See “—Restrictions on Dividend, Redemption and Other Payments.”

Upon failure to pay dividends on preferred stock of any series for at least two years, the holders of preferred stock of any series and all other preferred stock we may issue in the future will acquire certain additional voting rights. See “—Voting Rights” below. Unless otherwise provided in the Articles of Incorporation, including the Supplement and any Appendix to the Articles of Incorporation, such rights will be the exclusive remedy of the holders of preferred stock upon any failure to pay dividends on any series of preferred stock.

Restrictions on Dividend, Redemption and Other Payments

No full dividends and other distributions will be declared or paid on preferred stock of any series for any applicable Dividend Period, or a part thereof, unless the full cumulative dividends and other distributions due through the most recent dividend payment dates for all our outstanding preferred stock have been, or contemporaneously are, declared and paid through the most recent dividend payment dates for each outstanding series of preferred stock. If full cumulative dividends and other distributions due have not been paid on all outstanding preferred stock of any series, any dividends and other distributions being declared and paid on preferred stock of any series will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and other distributions accumulated but unpaid on the shares of each such series of preferred stock. No holders of preferred stock will be entitled to any dividends and other distributions in excess of full cumulative dividends and other distributions as provided in the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation.

For so long as any preferred stock are outstanding, we will not: (x) declare or pay any dividend or other distribution (other than a dividend or distribution paid in common stock) in respect of the common stock, (y) call for redemption, redeem, purchase or otherwise acquire for consideration any common stock, or (z) pay any proceeds of our liquidation in respect of the common stock, unless, in each case, (A) immediately thereafter, we will be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds (as such asset coverage requirement may be modified in the Supplement or any Appendix to the Articles of Incorporation in respect of a particular series of preferred stock), (B) all cumulative dividends and other distributions of shares of all series of our preferred stock ranking on a parity with preferred stock due on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition have been declared and paid (or have been declared and sufficient funds or Deposit Securities as permitted by the terms of preferred stock of any series for the payment thereof have been deposited irrevocably with the applicable paying agent), and (C) we have deposited Deposit Securities with the applicable redemption and paying agent in accordance with the requirements described in the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation, with respect to outstanding preferred stock of any series to be redeemed pursuant to a redemption or Corrective Action resulting from the failure to comply with the Asset Coverage requirements described below for which a Notice of Redemption has been given or has been required to be given in accordance with the terms described in the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation, on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition.

Except as required by law, we will not redeem preferred stock of any series unless all accumulated and unpaid dividends and other distributions on all outstanding preferred stock of any series ranking on a parity with such preferred stock with respect to dividends and other distributions for all applicable past dividend periods (whether or not earned or declared by us) (x) have been or are contemporaneously paid or (y) have been or are contemporaneously declared and Deposit Securities or sufficient funds (in accordance with the terms of such series of preferred stock) for the payment of such dividends and other distributions have been or are contemporaneously deposited with the applicable redemption and paying agent or other paying agent. However, this limitation will not prevent the purchase or acquisition of outstanding preferred stock pursuant to an otherwise lawful purchase or exchange offer made on the same terms to holders of all outstanding preferred stock and any other series of preferred stock for which all accumulated and unpaid dividends and other distributions have not been paid.

Notwithstanding the 1940 Act’s requirements, as described below, each series of preferred stock must maintain an Asset Coverage (as defined for purposes of each series of preferred stock) of at least 225% instead of 200% (except as may be modified by any Appendix to the Articles of Incorporation). Under the 1940 Act, we may not (1) declare any dividend with respect to any preferred stock (except a dividend payable in our stock) if, at the time of such declaration (and after giving effect thereto), our asset coverage with respect to any of our borrowings that are senior securities representing indebtedness (as determined in accordance with Section 18(h) under the 1940 Act), would be less than 200% or (2) declare any other distribution on the preferred stock or purchase or redeem preferred stock if at the time of the declaration or redemption (and after giving effect thereto), asset coverage with respect to such borrowings that are senior securities representing indebtedness would be less than 300%. “Senior securities representing indebtedness” generally means any bond, debenture, note or similar obligation or instrument constituting a security (other than shares of capital stock) and evidencing indebtedness and could include our obligations under any borrowings. For purposes of determining our asset coverage for senior securities representing indebtedness in connection with the payment of dividends or other distributions on or purchases or redemptions of stock, the term senior security does not include any promissory note or other evidence of indebtedness issued in consideration of any loan, extension or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed. The term senior security also does not include any such promissory note or other evidence of indebtedness in any case where such a loan is for temporary purposes only and in an amount not exceeding 5% of the value of our total assets at the time when the loan is made; a loan is presumed under the 1940 Act to be for temporary purposes if it is repaid within 60 calendar days and is not extended or renewed; otherwise such loan is presumed not to be for temporary purposes.

Asset Coverage

If we fail to maintain Asset Coverage (as defined below) of at least 225% (except as may be modified by any Appendix to the Articles of Incorporation) as of the close of business on any business day, and such failure is not cured as of the close of business on the Asset Coverage Cure Date, we will, to the extent permitted by the 1940 Act and Delaware law, and pursuant to the terms and conditions of any financing arrangement in effect at such time, be required to take Corrective Action as provided below. “Asset Coverage” means asset coverage in respect of the issuance of a class of senior security which is a stock, as defined for purposes of Section 18(h) of the 1940 Act, determined on the basis of values calculated as of a time within 48 hours (only including business days) next preceding the time of such determination. For purposes of this determination, no preferred stock of any series will be deemed to be outstanding for purposes of the computation of Asset Coverage if, prior to or concurrently with such determination, sufficient Deposit Securities or other sufficient funds (in accordance with the terms of such preferred stock) to pay the full redemption price for such preferred stock (or the portion thereof to be redeemed) have been irrevocably deposited in trust with the paying agent for such preferred stock and the requisite notice of redemption for such preferred stock (or the portion thereof to be redeemed) has been given. In such event, the Deposit Securities or other sufficient funds so deposited will not be included as our assets for purposes of the computation of Asset Coverage. In addition, the calculation of Asset Coverage for purposes of determining compliance with the 225% requirement (except as may be modified by any Appendix to the Articles of Incorporation), as applicable, of each series of preferred stock excludes (a) the portion of the aggregate value of our investment in all issuers in a consolidated group of corporations or other entities exceeding the Concentration Limit at the time of purchase of any such investment and (b) the portion of the aggregate value of our investment in Equity Securities exceeding the Equity Restriction at the time of purchase of any Equity Securities.

We monitor our Asset Coverage daily. If at any time when preferred stock of any series are outstanding we fail to comply with the Asset Coverage requirements under the 1940 Act, we will seek to regain compliance as soon as possible, subject to a determination by the Board.

Redemption

Term Redemption

. With respect to each series of preferred stock, we are required to redeem all applicable preferred stock in accordance with the terms and procedures set forth in the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation, on the “Term Redemption Date” applicable to such series at the applicable “Term Redemption Price” (in each case, as defined in the Articles of Incorporation) for such series out of funds legally available for such payment and to the extent permitted by any financing arrangement in effect on such date.

Optional Redemption.

With respect to preferred stock of any series, we may redeem out of funds legally available therefor and to the extent permitted by an financing arrangement in effect on such date, in whole or, from time to time, in part, outstanding preferred stock of such series at a redemption price, including certain premiums, if applicable, on the other terms and conditions set forth in the Supplement or any Appendix to the Articles of Incorporation in respect of a particular class of preferred stock.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of preferred stock of any series will be entitled to receive out of our assets available for distribution to stockholders, after satisfying claims of creditors but before any distribution or payment will be made in respect of the common stock, a liquidation distribution per share equal to the liquidation preference for such preferred share plus an amount equal to all unpaid dividends and other distributions accumulated on such preferred share to (but excluding) the date fixed for such distribution or payment (whether or not earned or declared by us, but without interest thereon), and such holders will be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up.

If, upon any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, our assets available for distribution among the holders of all outstanding preferred stock will be insufficient to permit the payment in full to such holders of any series of preferred stock of the liquidation preference applicable to such series plus accumulated and unpaid dividends and other distributions and the amounts due upon liquidation, dissolution or winding up of our affairs with respect to any other outstanding preferred stock, then the available assets will be distributed among the holders of such preferred stock and such other series of our preferred stock ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, unless and until the liquidation preference on each outstanding preferred share plus accumulated and unpaid dividends and other distributions has been paid in full to the holders of such preferred stock, no dividends, distributions or other payments will be made by us on, and no redemption, purchase or other acquisition will be made by us in respect of, the common stock.

Neither the sale of all or substantially all of our property or business, nor our merger, consolidation or reorganization into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with us will be a dissolution, liquidation or winding up, whether voluntary or involuntary, for purposes of the provisions relating to dissolution, liquidation or winding up set forth in the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation.

Voting Rights

Except as otherwise provided in our Articles of Incorporation, including the Supplement and or any Appendix to the Articles of Incorporation, or as otherwise required by applicable law, each holder of preferred stock of any series will be entitled to one vote for each such share held by such holder on each matter submitted to a vote of our stockholders. The holders of our outstanding preferred stock will vote together with holders of common stock as a single class. In addition, the holders of our outstanding preferred stock will be entitled, as a class, to the exclusion of the holders of all other securities and classes of common stock, to elect two Directors at all times. The holders of outstanding common stock and preferred stock voting together as a single class, will elect the balance of the Directors.

Notwithstanding the foregoing, if (i) at the close of business on any dividend payment date for dividends on any outstanding preferred stock accumulated dividends (whether or not earned or declared) on our preferred stock equal to at least two full year’s dividends are due and unpaid and sufficient cash or specified securities have not been deposited with the applicable redemption and paying agent or other paying agent for the payment of such accumulated dividends; or (ii) at any time holders of our preferred stock are otherwise entitled under the 1940 Act to elect a majority of the Directors (a period when either of the foregoing conditions exists, a “Voting Period”), then the number of members constituting the Board will automatically be increased by the smallest number that, when added to the two Directors elected exclusively by the holders of our preferred stock as described above, would constitute a majority of the Board as so increased by such smallest number, and the holders of our preferred stock will be entitled as a class, on a

one-vote-per-share

basis, to elect such additional Directors. The terms of office of the persons who are Directors at the time of that election will not be affected by the election of the additional Directors. If we thereafter pay, or declare and set apart for payment, in full all dividends payable on all outstanding shares of our preferred stock for all past dividend periods, or the Voting Period is otherwise terminated, (i) the voting rights stated above will cease, subject always, however, to the revesting of such voting rights in the holders of our preferred stock upon the further occurrence of any of the events described herein, and (ii) the terms of office of all of the additional Directors so elected will terminate automatically. Any of our outstanding preferred stock and any preferred stock issued after the date hereof will vote together as a single class on the matters described above, and the issuance of any other preferred stock may reduce the voting power of the holders of preferred stock. A Voting Period will terminate when all of the conditions described above cease to exist.

As soon as practicable after the accrual of any right of the holders of our preferred stock to elect additional Directors as described above, we will call a special meeting of such holders and notify the applicable redemption and paying agent and/or such other person as is specified in the terms of such preferred stock to receive notice, (i) by mailing or delivery by electronic means or (ii) in such other manner and by such other means as are specified in the terms of such preferred stock, a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of the delivery by electronic means or mailing of such notice. If we fail to call such a special meeting, it may be called at our expense by any such holder on like notice. The record date for determining the holders of our preferred stock entitled to notice of and to vote at such special meeting will be the close of business on the fifth business day preceding the calendar day on which such notice is mailed or otherwise delivered. At any such special meeting and at each meeting of holders of our preferred stock held during a Voting Period at which Directors are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of our capital stock), will be entitled to elect the number of additional Directors prescribed above on a

one-vote-per-share

basis.

Except as otherwise permitted by the terms of the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation, so long as any preferred stock are outstanding, we will not, without the affirmative vote of the holders of at least a majority of preferred stock of all series outstanding at the time, voting together as a separate class, amend, alter or repeal the provisions of the Articles of Incorporation, including the Supplement or any Appendix to the Articles of Incorporation, whether by merger, consolidation or otherwise, so as to (i) alter or abolish any preferential right of such preferred share, or (ii) create, alter or abolish any right in respect of redemption of such preferred share. However, a division, stock split or reverse stock split of a preferred share will not, by itself, be deemed to have any of the effects set forth in clause (i) or (ii) above. No vote of the holders of common stock will be required to amend, alter or repeal the provisions of the Supplement, including any Appendix to the Articles of Incorporation.

Except as otherwise permitted by the terms of the Supplement, and subject to the paragraph below, so long as any preferred stock of any series are outstanding, with respect to any series, we will not, without the affirmative vote or consent of the holders of at least a majority of the preferred stock of such series outstanding at the time, voting as a separate class, amend, alter or repeal the provisions of the Supplement relating to the preferred stock of such series, whether by merger, consolidation or otherwise, so as to materially and adversely affect any preference, right or power set forth of the preferred stock of such series, or the holders thereof provided that a division, stock split or reverse stock split of a preferred share will not, by itself, be deemed to violate this provision. For purposes of this provision, no matter will be deemed to materially and adversely affect any preference, right or power of a preferred share of a series or the holder thereof unless such matter (i) alters or abolishes any preferential right of such series, or (ii) creates, alters or abolishes any right in respect of redemption of such series. For the avoidance of doubt, no vote of the holders of common stock will be required to amend, alter or repeal the provisions of the Supplement, including any Appendix to the Articles of Incorporation.

So long as any preferred stock of any series are outstanding, with respect to any series, we will not, without the unanimous vote or consent of the holders of the preferred stock of such series, outstanding at the time, voting as a separate class, amend, alter or repeal the provisions of the Supplement relating to the preferred stock of such series, which provisions (i) obligate us to pay the Term Redemption Price on the Term Redemption Date for the preferred stock of such series, (ii) obligate us to accumulate dividends at the applicable Dividend Rate (as set forth in the Supplement) for the preferred stock of such series, or (iii) set forth the liquidation preference for the preferred stock of such series; provided that a division, stock split or reverse stock split of a preferred share will not, by itself, be deemed to violate clause (i), (ii) or (iii) above. For the avoidance of doubt, no vote of the holders of common stock will be required to amend, alter or repeal the provisions of the Supplement, including any Appendix to the Articles of Incorporation.

Unless a higher percentage is provided for in our Articles of Incorporation, including the Supplement and any Appendix to the Articles of Incorporation, (i) the affirmative vote of the holders of at least a “majority of the outstanding preferred stock,” including preferred stock outstanding at the time, voting together as a separate class, will be required (i) to approve our conversion from a

closed-end

to an

open-end

investment company, (ii) to approve any plan of “reorganization” (as such term is defined in Section 2(a)(33) of the 1940 Act) adversely affecting such preferred stock or (iii) to approve any other action requiring a vote of our security holders under Section 13(a) of the 1940 Act. For purposes of the foregoing, the vote of a “majority of the outstanding preferred stock” means the vote at an annual or special meeting duly called of (i) 67% or more of preferred stock present at a meeting, if the holders of more than 50% of our preferred stock are present or represented by proxy at such meeting, or (ii) more than 50% of our preferred stock, whichever is less.

For purposes of determining any rights of the holders of preferred stock of any series to vote on any matter, whether such right is created by provisions of the Articles of Incorporation (including the Supplement or any Appendix to the Articles of Incorporation in respect of a particular series of preferred stock), by statute or otherwise, no holder of preferred stock will be entitled to vote any preferred stock and no preferred stock will be deemed to be “outstanding” for the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or the time of the actual vote on the matter, as the case may be, the requisite Notice of Redemption with respect to such preferred stock will have been given in accordance with the Supplement and Deposit Securities for the payment of the redemption price of such preferred stock will have been deposited in trust with the applicable redemption and paying agent for that purpose. No preferred stock held (legally or beneficially) by us will have any voting rights or be deemed to be outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

Notwithstanding anything herein to the contrary, the rating agency guidelines discussed below, as they may be amended from time to time by the respective rating agency, may be amended by the respective rating agency without the vote, consent or approval of us, the Board and any holder of our preferred stock or any of our other stockholders.

Unless otherwise required by law or the Articles of Incorporation (including the Supplement and any Appendix to the Articles of Incorporation) holders of preferred stock of any series will not have any relative rights or preferences or other special rights with respect to voting other than those specifically set forth in the “Voting Rights” section of the Supplement. The holders of preferred stock of any series will have no rights to cumulative voting. If we fail to declare or pay any dividends on preferred stock, the exclusive remedy of the holders will be the right to vote for additional Directors as discussed above; provided that the foregoing does not affect our obligation to accumulate and, if permitted by applicable law, the Articles of Incorporation (including the Supplement and any Appendix to the Articles of Incorporation), pay dividends at the Default Rate as discussed above.

Rating Agencies

We will use commercially reasonable efforts to cause at least one rating agency to issue a long-term credit rating with respect to preferred stock of each series for so long as any preferred stock of such series are outstanding. We will use commercially reasonable efforts to comply with any applicable rating agency guidelines. Rating agency guidelines are guidelines of any rating agency, as they may be amended or modified from time to time, compliance with which is required to cause such rating agency to continue to issue a rating with respect to preferred stock of each series for so long as preferred stock of such series are outstanding. If a rating agency ceases to rate securities of

closed-end

management investment companies generally, we will terminate the designation of such rating agency as a rating agency. We may elect to terminate the designation of any rating agency previously designated to act as a rating agency so long as either (i) immediately following such termination, there would be at least one rating agency with respect to the preferred stock of such series or (ii) it replaces the terminated rating agency with another NRSRO and provides notice thereof to the holders of

preferred stock of such series; provided that such replacement will not occur unless such replacement rating agency will have at the time of such replacement (i) published a rating for the preferred stock of such series and (ii) entered into an agreement with us to continue to publish such rating subject to the rating agency’s customary conditions.

We may also elect to designate one or more other NRSROs as rating agencies with respect to preferred stock of any series by notice to the holders of preferred stock of such series. The rating agency guidelines of any rating agency may be amended by such rating agency without the vote, consent or approval of us, the Board or any of our stockholders.

Issuance of Additional Preferred Shares

So long as preferred stock of any series are outstanding, we may, without the vote or consent of the holders thereof, authorize, establish and create and issue and sell shares of one or more series of preferred stock ranking on a parity with such preferred stock as to payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of our affairs, in addition to then outstanding preferred stock and authorize, issue and sell additional shares of preferred stock of any series, in each case in accordance with applicable law, provided that we will, immediately after giving effect to the issuance of such additional preferred stock and to our receipt and application of the proceeds thereof, including to an irrevocable deposit in respect of the redemption of preferred stock or the repayment of indebtedness with such proceeds, have Asset Coverage of at least 225%.

Actions on Other than business days

Unless otherwise provided herein or in the Articles of Incorporation (including the Supplement and any Appendix to the Articles of Incorporation), if the date for making any payment, performing any act or exercising any right is not a business day, such payment will be made, act performed or right exercised on the next succeeding business day, with the same force and effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no dividends, interest or other amount will accrue for the period between such nominal date and the date of payment

Modification

To the extent permitted by applicable law and the Supplement, the Board, without the vote of the holders of preferred stock of any series, may interpret, supplement or amend the provisions of the Supplement or any Appendix to the Articles of Incorporation to supply any omission, resolve any inconsistency or ambiguity or cure, correct or supplement any defective or inconsistent provision, including any provision that becomes defective after the date of this Prospectus because of impossibility of performance or any provision that is inconsistent with any provision of any other outstanding series of our preferred stock.

All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by the Board, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which dividends or other distributions, if any, thereon will be cumulative. To the extent we issue preferred stock, the payment of distributions to holders of our preferred stock will take priority over payment of distributions to our common stockholders. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to any preferred stock being offered, as well as the complete articles supplementary that contain the terms of the applicable series of preferred stock.

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time. Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights. We will not offer transferable subscription rights to our stockholders at a price equivalent to less than the then-current net asset value per share of common stock, taking into account underwriting commissions and discounts, unless we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance. The 1940 Act also generally provides that the amount of voting securities that would result from the exercise of subscription rights, as well as warrants, options and any other rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

We may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more persons pursuant to which such persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear all of the expenses incurred by us in connection with any subscription rights offerings, regardless of whether any common stockholder exercises any subscription rights.

A prospectus supplement will describe the particular terms of any subscription rights we may issue, including the following:

the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);

•

the title and aggregate number of such subscription rights;

•

the exercise price for such subscription rights (or method of calculation thereof);

•

the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable;

•

if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security;

•

the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);

•

the number of such subscription rights issued to each stockholder;

•

the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;

•

the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);

•

if applicable, the minimum or maximum number of subscription rights that may be exercised at one time;

•

the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;

any termination right we may have in connection with such subscription rights offering;

•

the terms of any rights to redeem, or call such subscription rights;

•

information with respect to book-entry procedures, if any;

•

the terms of the securities issuable upon exercise of the subscription rights;

•

the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering;

•

if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and

•

any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.

Each subscription right will entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock at such subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.

Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. If less than all of the rights represented by such subscription rights certificate are exercised, a new subscription certificate will be issued for the remaining rights. Prior to exercising their subscription rights, holders of subscription rights will not have any of the rights of holders of the securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

DESCRIPTION OF OUR WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common stock, preferred stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

•

the title and aggregate number of such warrants;

•

the price or prices at which such warrants will be issued;

•

the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

•

if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

•

in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;

•

in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;

•

the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);

•

whether such warrants will be issued in registered form or bearer form;

•

if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;

•

if applicable, the date on and after which such warrants and the related securities will be separately transferable;

•

the terms of any rights to redeem, or call such warrants;

•

information with respect to book-entry procedures, if any;

•

the terms of the securities issuable upon exercise of the warrants;

•

if applicable, a discussion of certain U.S. federal income tax considerations; and

•

any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Each warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Under the 1940 Act, we may generally only offer warrants provided that (a) the warrants expire by their terms within ten years, (b) the exercise or conversion price is not less than the current market value at the date of issuance, (c) our stockholders authorize the proposal to issue such warrants, and a majority of our directors who have no financial interest in the issuance and a majority of our independent directors approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (d) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

DESCRIPTION OF OUR DEBT SECURITIES

The Fund does not currently have any debt securities outstanding.

Our charter authorizes the issuance of debt securities or notes, with rights as determined by the Board, by action of the Board without the approval of our stockholders. To the extent the Board authorizes the issuance of any debt securities, the directors are also permitted to amend or supplement the Articles of Incorporation, as they deem appropriate. Any such amendment or supplement may set forth the rights, preferences, powers and privileges of such debt securities.

Under the 1940 Act, the Fund may only issue one class of senior securities representing indebtedness, which in the aggregate must have asset coverage immediately after the time of issuance of at least 300%. So long as debt securities are outstanding, additional debt securities must rank on a parity with debt securities with respect to the payment of interest and upon the distribution of the Fund’s assets.

A prospectus supplement relating to any debt securities will include specific terms relating to the offering. The terms to be stated in a prospectus supplement will include the following:

•

the form and title of the security;

•

the aggregate principal amount of the securities;

•

the interest rate of the securities;

•

whether the interest rate for the securities will be determined by auction or remarketing;

•

the maturity dates on which the principal of the securities will be payable;

•

the frequency with which auctions or remarketings, if any, will be held;

•

any changes to or additional events of default or covenants;

•

any minimum period prior to which the securities may not be called;

•

any optional or mandatory call or redemption provisions;

•

the credit rating of the debt securities;

•

if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance of the debt securities; and

•

any other terms of the securities

The applicable prospectus supplement will describe the interest payment provisions relating to debt securities. Interest on debt securities will be payable when due as described in the related prospectus supplement. If the Fund does not pay interest when due, it will trigger an event of default and the Fund will be restricted from declaring dividends and making other distributions with respect to its common stock and preferred stock.

Under the requirements of the 1940 Act, immediately after issuing any debt securities, the value of the Fund’s total assets, less certain ordinary course liabilities, must equal or exceed 300% of the amount of the debt securities outstanding. Other types of borrowings also may result in the Fund being subject to similar covenants in credit agreements.

Additionally, the 1940 Act requires that the Fund prohibit the declaration of any dividend or distribution (other than a dividend or distribution paid in the Fund’s common or preferred stock or in options, warrants or rights to subscribe for or purchase the Fund’s common or preferred stock) in respect of the Fund’s common or preferred stock, or call for redemption, redeem, purchase or otherwise acquire for consideration any such fund common or preferred stock, unless the Fund’s debt securities have asset coverage of at least 300% (200% in the case of a dividend or distribution on preferred stock) after deducting the amount of such dividend, distribution, or

acquisition price, as the case may be. These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed; however, any such borrowings may result in the Fund being subject to similar covenants in credit agreements. Moreover, the Indenture related to the debt securities could contain provisions more restrictive than those required by the 1940 Act, and any such provisions would be described in the related prospectus supplement.

Upon the occurrence and continuance of an event of default, the holders of a majority in principal amount of a series of outstanding debt securities or the Board will be able to declare the principal amount of that series of debt securities immediately due and payable upon written notice to the Fund. A default that relates only to one series of debt securities does not affect any other series and the holders of such other series of debt securities will not be entitled to receive notice of such a default under the Indenture. Upon an event of default relating to bankruptcy, insolvency or other similar laws, acceleration of maturity will occur automatically with respect to all series. At any time after a declaration of acceleration with respect to a series of debt securities has been made, and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series, by written notice to the Fund and the trustee, may rescind and annul the declaration of acceleration and its consequences if all events of default with respect to that series of debt securities, other than the

non-payment

of the principal of that series of debt securities which has become due solely by such declaration of acceleration, have been cured or waived and other conditions have been met.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Fund or to the Fund’s creditors, as such, or to the Fund’s assets, or (b) any liquidation, dissolution or other winding up of the Fund, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Fund, then (after any payments with respect to any secured creditor of the Fund outstanding at such time) and in any such event the holders of debt securities shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all debt securities (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the debt securities, before the holders of any of the Fund’s common or preferred stock are entitled to receive any payment on account of any redemption proceeds, liquidation preference or dividends from such shares. The holders of debt securities shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Fund being subordinated to the payment of the debt securities, which may be payable or deliverable in respect of the debt securities in any such case, proceeding, dissolution, liquidation or other winding up event.

Unsecured creditors may include, without limitation, service providers including FS Global Advisor, auction agents, broker-dealers and the trustee, pursuant to the terms of various contracts with the Fund. Secured creditors may include, without limitation, parties entering into any interest rate swap, floor or cap transactions, or other similar transactions with the Fund that create liens, pledges, charges, security interests, security agreements or other encumbrances on the Fund’s assets.

A consolidation, reorganization or merger of the Fund with or into any other company, or a sale, lease or exchange of all or substantially all of the Fund’s assets in consideration for the issuance of equity securities of another company shall not be deemed to be a liquidation, dissolution or winding up of the Fund.

The debt securities will have no voting rights, except as mentioned below and to the extent required by law or as otherwise provided in the Indenture relating to the acceleration of maturity upon the occurrence and continuance of an event of default. In connection with the debt securities or certain other borrowings (if any), the 1940 Act

does in certain circumstances grant to the note holders or lenders certain voting rights. The 1940 Act requires that provision is made either (i) that, if on the last business day of each of twelve consecutive calendar months such debt securities shall have an asset coverage of less than 100%, the holders of such debt securities voting as a class shall be entitled to elect at least a majority of the members of the Fund’s Directors, such voting right to continue until such debt securities shall have an asset coverage of 110% or more on the last business day of each of three consecutive calendar months, or (ii) that, if on the last business day of each of twenty-four consecutive calendar months such debt securities shall have an asset coverage of less than 100%, an event of default shall be deemed to have occurred. It is expected that, unless otherwise stated in the related prospectus supplement, provision will be made that, if on the last business day of each of twenty-four consecutive calendar months such debt securities shall have an asset coverage of less than 100%, an event of default shall be deemed to have occurred. These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed; however, any such borrowings may result in the Fund being subject to similar covenants in credit agreements. As reflected above, the Indenture relating to the debt securities may also grant to the note holders voting rights relating to the acceleration of maturity upon the occurrence and continuance of an event of default, and any such rights would be described in the related prospectus supplement.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares of common stock. This summary does not purport to be a complete description of the income tax considerations applicable to an investment in any of our securities. For example, we have not described tax consequences that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax,

tax-exempt

organizations, insurance companies, dealers in securities, traders in securities that elect to

mark-to-market

their securities holdings for tax purposes, pension plans and trusts, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), and their partners, members and owners, persons whose functional currency (as defined in Section 985 of the Code) is not the U.S. dollar, and financial institutions. This summary assumes that investors hold our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, U.S. Treasury Regulations and administrative and judicial interpretations, each as of the date of this Prospectus and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service (the “IRS”), regarding an offering. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in

tax-exempt

securities or certain other investment assets.

A “U.S. stockholder” generally is a beneficial owner of shares of our common stock who is for U.S. federal income tax purposes:

•

a citizen or individual resident of the United States;

•

a corporation or other entity treated as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;

•

a trust, if a court in the United States has primary supervision over its administration and one or more United States persons (as defined under the Code) have the authority to control all substantial decisions of the trust, or the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

“Non-U.S.

stockholder” generally is a beneficial owner of shares of our common stock that is not a U.S. stockholder nor a partnership (or entity treated like a partnership for U.S. federal income tax purposes).

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective stockholder that is a partner in a partnership holding shares of our common stock should consult his, her or its tax advisers with respect to the purchase, ownership and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisers regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Taxation in Connection with Holding Securities other than our Common Stock

We intend to describe in any prospectus supplement related to the offering of preferred stock, debt securities, warrants or rights offerings to purchase our common stock, the U.S. federal income tax considerations applicable to such securities as will be sold by us pursuant to that prospectus supplement, including, if applicable, the taxation of any debt securities that will be sold at an original issue discount.

Election to be Taxed as a RIC

We have elected, and intend to qualify annually, to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute each tax year as distributions for U.S. federal income tax purposes to our stockholders. To qualify for and maintain our qualification as a RIC, we must, among other things, meet certain

source-of-income

and asset diversification requirements (as described below). In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, distributions treated as dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of our “investment company taxable income,” which is generally the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for distributions paid, or the annual distribution requirement.

Taxation as a RIC

If we:

•

qualify as a RIC; and

•

satisfy the annual distribution requirement,

then we will not be subject to U.S. federal income tax on the portion of our income or capital gains we distribute (or are deemed to distribute) as distributions to our stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) as distributions to our stockholders.

As a RIC, we will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute amounts treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (as adjusted for certain ordinary losses), for the

one-year

period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax, or the excise tax avoidance requirement. Any distribution treated as dividends for U.S. federal income tax purposes declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our U.S. stockholders, on December 31 of the calendar year in which the distribution was declared. We generally will endeavor in each tax year to avoid incurring any material U.S. federal excise tax on our earnings.

We have previously incurred, and may incur in the future, such excise tax on a portion of our income and capital gains. While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may choose not to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we generally will be liable for the excise tax only on the amount by which we do not meet the excise tax avoidance requirement. Under certain circumstances, however, we may, in our sole discretion, determine that it is in our best interests to retain a portion of our income or capital gains rather than distribute such amount as dividends and accordingly cause us to bear the excise tax burden associated therewith.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

•

derive in each tax year at least 90% of our gross income from dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to our business of investing in such stock or other securities, or the 90% income test; and

diversify our holdings so that at the end of each quarter of the tax year:

•

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of such issuer; and

•

no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships,” or the diversification tests.

A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a given tax year exceed our investment company taxable income, we may incur a net operating loss for that tax year. However, a RIC is not permitted to carry forward net operating losses to subsequent tax years and such net operating losses do not pass through to its stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its investment company taxable income, but may carry forward such net capital losses, and use them to offset future capital gains indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several tax years that we are required to distribute and that is taxable to our stockholders even if such taxable income is greater than the net income we actually earn during those tax years.

For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each tax year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same tax year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in

non-cash

compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash.

We invest a portion of our net assets in below investment grade instruments. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt instruments in a bankruptcy or workout context are taxable. We will address these and other issues to the extent necessary in order to seek to ensure that we distribute sufficient income to avoid any material U.S. federal income or excise tax.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the tax year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to maintain RIC tax treatment under Subchapter M of the Code. We may have to sell or otherwise dispose of some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as

non-qualified

dividend income, (2) treat dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% income test.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant.

If we acquire the equity securities of certain

non-U.S.

entities classified as a corporation for U.S. federal income tax purposes that earn at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income, we could be subject to federal income tax and additional interest charges on “excess distributions” received from such passive foreign investment companies (“PFICs”) or gain from the sale of stock in such PFICs, even if all income or gain actually received by us is timely distributed to our stockholders. We would not be able to pass through to our stockholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election could require us to recognize taxable income or gain without the concurrent receipt of cash. We intend to limit and/or manage our holdings in PFICs to minimize our liability for any such taxes and related interest charges.

If we hold greater than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign corporation that is treated as a controlled foreign corporation (“CFC”) we may be treated as receiving a deemed distribution (taxable as ordinary income) each taxable year from such foreign corporation in an amount equal to our pro rata share of the corporation’s income for such taxable year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such taxable year. We would be required to include the amount of a deemed distribution from a CFC when computing our investment company taxable income as well as in determining whether we satisfy the distribution requirements applicable to RICs, even to the extent the amount of our income deemed recognized from the CFC exceeds the amount of any actual distributions from the CFC and our proceeds from any sales or other dispositions of CFC stock during a taxable year. In general, a foreign corporation will be considered a CFC if greater than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Stockholders. A “U.S. Stockholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign corporation.

Under Treasury Regulations, certain income derived by us from a CFC or a PFIC with respect to which we have made a QEF election would generally constitute qualifying income for purposes of determining our ability to be subject to tax as a RIC if the CFC or the PFIC makes distributions of that income to us in the same year of the CFC in which we are treated as having received a deemed distribution of such income or if such deemed distribution is derived with respect to our business of investing in stock, securities or currencies. As such, we may be restricted in our ability to make QEF elections with respect to our holdings in issuers that could be treated as PFICs or implement certain restrictions with the respect to any issuers that could be treated as CFCs in order to limit our tax liability or maximize our

after-tax

return from these investments.

Our functional currency, for U.S. federal income tax purposes, is the U.S. dollar. Under the Code, foreign exchange gains and losses realized by us in connection with certain transactions involving foreign currencies, or

payables or receivables denominated in a foreign currency, as well as certain

non-U.S.

dollar denominated debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, and similar financial instruments are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) also could, under future U.S. Treasury Regulations, produce income not among the types of “qualifying income” for purposes of the 90% income test.

Although we do not presently expect to do so, we are authorized to borrow funds and to sell or otherwise dispose of assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, our ability to sell or otherwise dispose of assets to meet the annual distribution requirement may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the diversification tests. If we sell or otherwise dispose of assets in order to meet the annual distribution requirement or the excise tax avoidance requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

A portfolio company in which we invest may face financial difficulties that require us to

work-out,

modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future

non-cash

income. Any such transaction could also result in our receiving assets that give rise to

non-qualifying

income for purposes of the 90% income test or otherwise would not count toward satisfying the diversification tests.

Some of the income that we might otherwise earn, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a

work-out

or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, may not satisfy the 90% income test. To manage the risk that such income might disqualify us as a RIC for failure to satisfy the 90% income test, one or more subsidiary entities treated as U.S. corporations for entity-level income tax purposes may be employed to earn such income and (if applicable) hold the related asset. Such subsidiary entities will be required to pay entity-level income tax on their earnings, which ultimately will reduce the yield to our stockholders on such fees and income.

The remainder of this discussion assumes that we maintain our qualification as a RIC and have satisfied the annual distribution requirement.

Taxation of U.S. Stockholders

This subsection applies to U.S. stockholders, only. If you are not a U.S. stockholder, this subsection does not apply to you and you should refer to “Taxation of

Non-U.S.

Stockholders,” below.

Distributions by us, including distributions pursuant to our distribution reinvestment plan or where a stockholder can elect to receive cash or stock, generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our investment company taxable income (which is generally the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent such distributions paid by us to

non-corporate

stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions, or qualifying dividends, may be eligible for a maximum tax rate of either 15% or 20%, depending on whether the stockholder’s income exceeds certain threshold amounts. In this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum rate applicable to qualifying

dividends or for the corporate dividends received deduction. Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains that are currently generally taxable at a maximum rate of either 15% or 20% (depending on whether the stockholder’s income exceeds certain threshold amounts) in the case of individuals, trusts or estates, regardless of the U.S. stockholder’s holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis in such stockholder’s common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder.

If a U.S. stockholder receives distributions in the form of common stock pursuant to our distribution reinvestment plan, such stockholder generally will be subject to the same U.S. federal, state and local tax consequences as if it received distributions in cash. In that case, a stockholder will be treated as receiving a distribution generally of an amount equal to the fair market value of our shares of common stock. Any shares of common stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of our common stock are credited to the U.S. stockholder’s account.

We may in the future decide to retain some or all of our net capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder’s tax basis for his, her or its shares of common stock. Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. stockholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds a stockholder’s liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to use the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant tax year. We cannot retain any portion of our investment company taxable income as a “deemed distribution.”

For purposes of determining (1) whether the annual distribution requirement is satisfied for any year and (2) the amount of distributions paid for that year, we may, under certain circumstances, elect to treat a distribution that is paid during the following tax year as if it had been paid during the tax year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the distribution in the tax year in which the distribution is made. However, any distribution declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been received by our U.S. stockholders on December 31 of the calendar year in which the distribution was declared.

If an investor acquires shares of our common stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment.

A stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or loss will be measured by the difference between such stockholder’s adjusted tax basis in the common stock sold and the amount of the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held his, her or its shares for more than one year. Otherwise, it will be treated as short-

term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

In general,

non-corporate

U.S. stockholders currently are generally subject to a maximum U.S. federal income tax rate of either 15% or 20% (depending on whether the stockholder’s income exceeds certain threshold amounts) on their net capital gain (

i.e.

, the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from us and net gains from redemptions or other taxable dispositions of our common stock) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the 21% rate also applied to ordinary income.

Non-corporate

stockholders with net capital losses for a year (

i.e.

, capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a

non-corporate

stockholder in excess of $3,000 generally may be carried forward and used in subsequent tax years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for any tax year but may carry back such losses for three tax years or carry forward such losses for five tax years.

Certain distributions reported by us as section 163(j) interest dividends may be treated as interest income by stockholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the stockholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that we are eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of our business interest income over the sum of our (i) business interest expense and (ii) other deductions properly allocable to our business interest income.

We (or if a U.S. stockholder holds shares through an intermediary, such intermediary) will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of distributions, if any, eligible for the preferential maximum rate). Distributions paid by us generally will not be eligible for the corporate dividends received deduction or the preferential tax rate applicable to qualifying dividends because our income generally will not consist of qualifying dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder’s particular situation.

The Code requires reporting of adjusted cost basis information for covered securities, which generally include shares of a RIC acquired after January 1, 2012, to the IRS and to taxpayers. Stockholders should contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.

Under U.S. Treasury Regulations, if a U.S. stockholder recognizes a loss with respect to our shares of $2 million or more in the case of an individual stockholder or $10 million or more in the case of a corporate stockholder in any single tax year (or a greater loss over a combination of tax years), such U.S. stockholder must file with the IRS a disclosure statement on Form 8886. Direct U.S. stockholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. stockholders of a RIC are not

excepted. Future guidance may extend the current exception from this reporting requirement to stockholders of most or all RICs. The fact that a loss is reportable by a taxpayer under these U.S. Treasury Regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should consult their tax advisers to determine the applicability of these U.S. Treasury Regulations in light of their individual circumstances.

We may be required to withhold U.S. federal income tax, or backup withholding, currently at a rate of 24%, from all distributions to any

non-corporate

U.S. stockholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder’s U.S. federal income tax liability, provided that proper information is timely provided to the IRS.

Taxation of

Non-U.S.

Stockholders

This subsection applies to

non-U.S.

stockholders, only. If you are not a

non-U.S.

stockholder, this subsection does not apply to you and you should refer to “Taxation of U.S. Stockholders,” above.

Whether an investment in our shares is appropriate for a

Non-U.S.

stockholder will depend upon that person’s particular circumstances. An investment in our shares by a

Non-U.S.

stockholder may have adverse tax consequences.

Non-U.S.

stockholders should consult their tax advisers before investing in our common stock.

Subject to the discussion in “Foreign Account Tax Compliance Act,” below, distributions of our investment company taxable income made to

Non-U.S.

stockholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to

Non-U.S.

stockholders directly) generally will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits unless an applicable exception applies. If the distributions are effectively connected with a U.S. trade or business of the

Non-U.S.

stockholder, we will not be required to withhold U.S. federal tax if the

Non-U.S.

stockholder complies with applicable certification and disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. (Special certification requirements apply to a

Non-U.S.

stockholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisers.)

In addition, subject to the discussion in “Foreign Account Tax Compliance Act,” below, distributions of our investment company taxable income made to

Non-U.S.

stockholders will not be subject to U.S. withholding tax if (i) the distributions are properly reported in a notice timely delivered to

Non-U.S.

stockholders as “interest-related dividends” or “short-term capital gain dividends,” (ii) the distributions are derived from sources specified in the Code for such dividends and (iii) certain other requirements are satisfied. No assurance can be given as to whether any amount of our distributions will be eligible for this exemption from withholding or, if eligible, will be reported as such by us.

Subject to the discussion in “Foreign Account Tax Compliance Act,” below, actual or deemed distributions of our net capital gains to a

Non-U.S.

stockholder, and gains realized by a

Non-U.S.

stockholder upon the sale of our common stock, will not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless (i) the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the

Non-U.S.

stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the

Non-U.S.

stockholder in the United States, or (ii) in the case of an individual stockholder, the stockholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the distributions or gains and certain other conditions are met.

If we distribute our net capital gains in the form of deemed rather than actual distributions, a

Non-U.S.

stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the

Non-U.S.

stockholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the

Non-U.S.

stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return.

For a corporate

Non-U.S.

stockholder, distributions (both actual and deemed) and gains realized upon the sale of our common stock that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

Non-U.S.

stockholder who is a

non-resident

alien individual, and who is otherwise subject to U.S. federal withholding tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the

Non-U.S.

stockholder provides us or the dividend paying agent with a U.S. nonresident withholding tax certificate (e.g., an IRS Form

W-8BEN,

an IRS Form

W-8BEN-E

or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a

Non-U.S.

stockholder or otherwise establishes an exemption from backup withholding.

Non-U.S.

stockholders may also be subject to U.S. estate tax with respect to their investment in our common stock.

Non-U.S.

persons should consult their own tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in the shares.

Foreign Account Tax Compliance Act

We are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends paid to certain

non-U.S.

entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. The information required to be reported includes the identity and taxpayer identification number of each account holder and transaction activity within the holder’s account. Stockholders may be requested to provide additional information to us to enable us to determine whether such withholding is required. We will not pay any additional amounts in respect of any amount withheld.

Failure to Qualify as a RIC

If we fail to satisfy the 90% income test or any diversification tests in any tax year, we may be eligible to avail ourselves of certain relief provisions under the Code if the failures are due to reasonable cause and not willful neglect, and if a penalty tax is paid with respect to each failure in satisfaction of the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification tests where we correct a failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income will be subject to U.S. federal corporate-level income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail either the 90% income test or any diversification test.

If we were unable to qualify for treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders. Distributions would not be required, and any distributions would generally be taxable to our stockholders as ordinary dividend income. Subject to certain additional limitations in the Code, such distributions would be eligible for the preferential maximum rate applicable to individual stockholders with respect to qualifying dividends. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction.

Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. Moreover, if we fail to qualify as a RIC in any tax year, to qualify again to be subject to tax as a RIC in a subsequent tax year, we would be required to distribute our earnings and profits attributable to any of our

non-RIC

tax years as dividends to our stockholders. In addition, if we fail to qualify as a RIC for a period greater than two consecutive tax years, to qualify as a RIC in a subsequent year we may be subject to regular corporate tax on any net

built-in

gains with respect to certain of our assets (that is, the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the tax year) that we elect to recognize on requalification or when recognized over the next five tax years.

State and Local Taxes

We may be subject to state or local taxes in jurisdictions in which we are deemed to be doing business. In those states or localities, our entity-level tax treatment and the treatment of distributions made to stockholders under those jurisdictions’ tax laws may differ from the treatment under the Code. Accordingly, an investment in our shares of common stock may have tax consequences for stockholders that are different from those of a direct investment in our portfolio investments. Stockholders are urged to consult their own tax advisers concerning state and local tax matters.

REGULATION

The information contained under “Note 1 to the Notes to Consolidated Financial Statements for the Financial Year Ended December 31, 2023” in our most recent Annual Report on Form

N-CSR

is incorporated by reference herein.

PLAN OF DISTRIBUTION

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities in one or more underwritten public offerings,

at-the-market

offerings, negotiated transactions, block trades, best efforts offering or a combination of these methods. We may sell the securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, through agents or through a combination of any such methods of sale. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds, if any, we will receive from the sale; any over-allotment options under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the public offering price; any discounts or concessions allowed or

re-allowed

or paid to dealers; and any securities exchange or market on which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock, less any underwriting commissions or discounts, must equal or exceed the net asset value per share of our common stock at the time of the offering except (1) in connection with a rights offering to our existing stockholders, (2) offerings completed within one year of the receipt of consent of the majority of our common stockholders or (3) under such circumstances as the SEC may permit. The price at which securities may be distributed may represent a discount from prevailing market prices.

In connection with the sale of the securities, underwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Our common stockholders will indirectly bear such fees and expenses as well as any other fees and expenses incurred by us in connection with any sale of securities. Underwriters may sell the securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us, and any profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. The maximum aggregate commission or discount to be received by any member of FINRA or independent broker-dealer will not be greater than 8% of the gross proceeds of the sale of securities offered pursuant to this Prospectus and any applicable prospectus supplement. We may also reimburse the underwriter or agent for certain fees and legal expenses incurred by it.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market makers on the NYSE may engage in passive market making transactions in our common stock on the NYSE in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of shares of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on the NYSE. We may elect to list any other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

Under agreements that we may enter, underwriters, dealers and agents who participate in the distribution of shares of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

We may enter into derivative transactions with third parties, or sell securities not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this Prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this Prospectus, will be identified in the applicable prospectus supplement.

In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers.

CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

Our securities are held under a custody agreement by State Street Bank and Trust Company. The address of the custodian is: One Congress Street, Boston, Massachusetts 02114. SS&C GIDS, Inc. acts as our transfer agent, distribution paying agent and registrar for our common stock. The principal business address of SS&C GIDS, Inc. is 801 Pennsylvania Avenue, Suite 219095, Kansas City, Missouri 64104; telephone number:

(877) 628-8575.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we intend to generally acquire and dispose of our investments in privately negotiated transactions, we expect to use brokers in the normal course of our business infrequently. Subject to policies established by the Board, FS Global Advisor is primarily responsible for the execution of the publicly-traded securities portion of our portfolio transactions and the allocation of brokerage commissions. FS Global Advisor does not execute transactions through any particular broker or dealer but seeks to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of the transaction, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While FS Global Advisor will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, FS Global Advisor may select a broker based partly upon brokerage or research services provided to it and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if FS Global Advisor determines in good faith that such commission is reasonable in relation to the services provided.

LEGAL MATTERS

Certain legal matters regarding the securities offered hereby have been passed upon for us by Dechert LLP, Philadelphia, Pennsylvania, and certain matters with respect to Maryland law have been passed upon by Miles & Stockbridge P.C., Baltimore, Maryland. Certain legal matters in connection with the offering will be passed upon for the underwriters, if any, by the counsel named in the prospectus supplement.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of the Fund as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Prospectus, have been audited by Ernst & Young LLP, an independent registered public accounting firm, located at One Commerce Square, Suite 700, 2005 Market Street, Philadelphia, Pennsylvania 19103, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

INCORPORATION BY REFERENCE

We incorporate by reference into this Prospectus our filings listed below and any future filings that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus until all of the securities offered by this Prospectus and any accompanying prospectus supplement have been sold or we otherwise terminate the offering of those securities. Information that we file with the SEC subsequent to the date of this Prospectus will automatically update and may supersede information in this Prospectus, any accompanying prospectus supplement, and other information previously filed with the SEC.

This Prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC:

•

our Annual Report on Form N-CSR for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024;

•

our Semi-Annual Report on Form N-CSRS for the fiscal period ended June 30, 2024, filed with the SEC on August 22, 2024;

•

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 17, 2024;

•

The description of our common stock referenced in our Registration Statement on Form 8-A (No.

001-41553),

as filed with the SEC on November 11, 2022, including any amendment or report filed for the purpose of updating such description prior to the termination of the offering of the common stock registered hereby; and

•

our Current Reports on Form

8-K (other

than information furnished rather than filed) filed with the SEC on May 16, 2024, July 8, 2024 and September 25, 2024.

To obtain copies of these filings, see “Available Information.”

AVAILABLE INFORMATION

We file with or submit to the SEC annual and semi-annual reports, proxy statements and other information meeting the informational requirements of the Exchange Act. This information, including documents that have been or may be incorporated by reference in this Prospectus or an accompanying prospectus supplement, is available free of charge by calling us collect at (215)

495-1150

or on our website at

https://fsinvestments.com/investments/fs-credit-opportunities-corp/

. Information contained on our website is not incorporated by reference into this Prospectus or any supplements to this Prospectus, and you should not consider that information to be part of this Prospectus or any supplements to this Prospectus. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available free of charge on the SEC’s Internet website at http://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by sending a request by email to: publicinfo@sec.gov.

Appendix A

5% Beneficial Share Ownership

To the knowledge of the Company, as of December 31, 2024, the following persons beneficially owned more than 5% of the Company’s outstanding Preferred Shares.


Title of Class	Name and Address of Beneficial Owner	Aggregate Share Amount Beneficially Owned		Percent
Preferred	MassMutual Life Insurance Company 1295 State Street Springfield, MA 01111-0001		85,000		21.25	%

Preferred	Thrivent Financial for Lutherans 901 Marquette Avenue, Suite 2500 Minneapolis, MN 55402		60,000		15.0	%

Preferred	Kuvare Insurance Services LP Kuvare Insurance Services LLC 115 Broadway, Suite 1302 New York, NY 10006		50,000		12.5	%

Preferred	MassMutual Ascend Life Insurance Company 191 Rosa Parks Street Cincinnati, OH 45202		30,000		7.5	%

Preferred	Canada Life Assurance Company 330 University Ave. Toronto, ON M5G 1R8		30,000		7.5	%

Preferred	RGA Reinsurance Company 16600 Swingley Ridge Road Chesterfield, MO 63017		25,000		6.25	%

Preferred	Athene Annuity and Life Company 7700 Mills Civic Parkway West Des Moines, IA, 50266		25,000		6.25	%

Preferred	Minnesota Life Insurance Company 400 Robert Street North, St. Paul, MN 55101-2098 Attn: Securian Asset Management, Inc.		25,000		6.25	%

Preferred	The Guardian Life Insurance Company of America 10 Hudson Yards New York, NY 10001		25,000		6.25	%

Preferred	Northwestern Mutual 720 E. Wisconsin Avenue Milwaukee, WI 53202		25,000		6.25	%

A-1

Common Stock

Preferred Stock

Warrants

Subscription Rights

Debt Securities

LOGO

PROSPECTUS

January 14, 2024

PART C

OTHER INFORMATION

Item 25. Financial Statements and Exhibits.

1. Financial Statements

Part A Financial Highlights

Part B The Financial Statements and the notes thereto for the fiscal periods ended December 31, 2023 and June 30, 2024 are included in the Registrant’s Annual Report on Form N-CSR, filed electronically with the SEC on February 29, 2024 and the Semi-Annual Report on Form N-CSRS, filed with the SEC on August 22, 2024, respectively.

2. Exhibits


(a)(1)		Articles of Incorporation of the Registrant.

(a)(2)		Articles Supplementary to the Articles of Incorporation of the Registrant.

(a)(3)		Amendment to the Articles of Incorporation of the Registrant.

(b)		The Bylaws of the Registrant.

(c)		Not applicable.

(d)		See Articles of Incorporation of the Registrant (Exhibit (2)(a)(1) above), Articles Supplementary to the Articles of Incorporation of the Registrant (Exhibit (2)(a)(2) above), Amendment to the Articles of Incorporation of the Registrant (Exhibit (2)(a)(3) above) and the Bylaws of the Registrant (Exhibit (2)(b) above).

(e)		Amended and Restated Distribution Reinvestment Plan.

(f)		Not applicable.

(g)(1)		Amended and Restated Investment Advisory Agreement, dated as of November 14, 2022, by and between the Registrant and FS Global Advisor, LLC.

(g)(2)		Expense Support and Conditional Reimbursement Agreement, dated as of August 20, 2013, by and between the Registrant and Franklin Square Holdings, L.P.

(g)(3)		Amendment No. 1 to Expense Support and Conditional Reimbursement Agreement, dated as of August 9, 2018, by and between the Registrant and Franklin Square Holdings, L.P.

(g)(4)		Second Amended and Restated Expense Reimbursement Agreement, dated as of June 21, 2024, by and between the Registrant and FS Structured Products Advisor, LLC.*

(h)		Not applicable.

(i)		Not applicable.

(j)(1)		Master Custodian Agreement, dated as of October 30. 2013, by and between State Street Bank and Trust Company, the Registrant and the other funds party thereto.

(j)(2)		Loan Services Addendum to Master Custodian Agreement, by and between State Street Bank and Trust Company, the Registrant and the other funds party thereto.*

(k)(1)		Administration Agreement, dated as of July 15, 2013, by and between the Registrant and FS Global Advisor, LLC.

(k)(2)		Credit and Security Agreement, dated as of December 16, 2020, by and among Blair Funding LLC, as borrower, Wells Fargo Bank, National Association, as collateral administrator, collateral agent, and securities intermediary, Barclays Bank PLC, as administrative agent and a lender, and the other lenders party thereto.

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(k)(3)		Amendment No. 1 to Credit and Security Agreement, dated as of August 18, 2023, by and among Blair Funding LLC, FS Credit Opportunities Corp., Barclays Bank PLC, Wells Fargo Bank, National Association, and the lenders from time to time party thereto.*

(k)(4)		Amendment No. 2 to Credit and Security Agreement, dated as of September 20, 2024, by and among Blair Funding LLC, FS Credit Opportunities Corp., Barclays Bank PLC, Wells Fargo Bank, National Association, and the lenders from time to time party thereto.*

(k)(5)		Amended and Restated Committed Facility Agreement, dated as of April 22, 2019, by and between Bucks Funding and BNP Paribas Prime Brokerage International, Ltd.

(k)(6)		First Amendment to Committed Facility Agreement, dated as of July 20, 2015, by and between Bucks Funding and BNP Paribas Prime Brokerage International, Limited.*

(k)(7)		U.S. PB Agreement, dated as of January 26, 2018, by and between Bucks Funding and BNP Paribas Prime Brokerage, Inc.

(k)(8)		Special Custody and Pledge Agreement, dated as of January 26, 2018, by and among Bucks Funding, BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company.

(k)(9)		Investment Management Agreement, dated as of March 10, 2015, by and between Bucks Funding and the Fund.*

(k)(10)		Transfer Agency and Service Agreement, dated as of December 2, 2013, by and between the Registrant and State Street Bank and Trust Company.*

(l)(1)		Opinion and Consent of Miles & Stockbridge P.C.*

(l)(2)		Opinion and Consent of Dechert LLP*

(m)		Not applicable.

(n)		Consent of independent registered public accounting firm.*

(o)		Not applicable.

(p)		Not applicable.

(q)		Not applicable.

(r)		Code of Business Conduct and Ethics (January 2025).*

(s)(1)		Calculation of Filing Fee Table.*

(s)(2)		Powers of Attorney*

101.INS		Inline XBRL Instance Document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

Item 26. Marketing Arrangements

The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.

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Item 27. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred by the Registrant in connection with the offering described in this registration statement:


SEC registration fee⁽¹⁾		$
FINRA filing fee⁽²⁾
NYSE listing fee⁽²⁾
Accounting fees and expenses⁽²⁾
Legal fees and expenses⁽²⁾
Printing⁽²⁾
Miscellaneous fees and expenses⁽²⁾

Total⁽²⁾		$

(1)	In accordance with Rules 456(b), 457(r) and 415(a)(6) promulgated under the Securities Act, we are deferring payment of all of the registration fees. Any registration fees will be paid subsequently on a pay-as-you-go basis.

(2)	These fees will be calculated based on the securities offered and the number of issuances and accordingly, cannot be estimated at this time. These fees, if any, will be reflected in the applicable prospectus supplement.

Item 28. Persons Controlled by or Under Common Control

The Registrant directly or indirectly owns that percentage of the voting securities of the entities listed below under the header “Percentage of Voting Securities.” Each of these entities is included in the Registrant’s audited consolidated financial statements as of December 31, 2023:


Name	State of Incorporation or Organization	Percentage Ownership of Voting Securities
Blair Funding, LLC	Delaware		100	%
FS Global Investments, Inc	Delaware		100	%
FS Global Credit Opportunities Fund Cayman LLC	Cayman Islands		100	%
Bucks Funding	Cayman Islands		100	%
GCO Northern Investments LLC	Delaware		100	%
FS Global Credit Opportunities (Luxembourg) S.a.r.l.	Luxembourg		100	%

Item 29. Number of Holders of Securities

The following table sets forth the number of record holders of the Registrant’s capital stock as of December 31, 2024:


Title of Class		Number of Record Holders
Common stock, $0.001 par value		3,448
Series 2025 Term Preferred Shares		4
Series 2025-2 Term Preferred Shares		2
Series 2026 Term Preferred Shares		2
Series 2027 Term Preferred Shares		5
Series 2029 Term Preferred Shares		14

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Item 30. Indemnification

Limitation on Liability

The Registrant’s charter limits the personal liability of the Registrant’s directors and officers to the corporation and its stockholders for money damages to the maximum extent permitted by Maryland law. Maryland law permits a Maryland corporation to include in its charter a provision expanding or limiting the liability of its directors and officers to the corporation and its stockholders for money damages, but a corporation may not include any provision that restricts or limits the liability of directors or officers to the corporation or its stockholders:

(a)

to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services; or

(b)

to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

The Registrant’s charter providing that the limitation of directors’ and officers’ liability, is subject to any applicable limitations of the 1940 Act. In addition, the Registrant maintains director’s and officer’s liability insurance.

Indemnification

Under the Maryland General Corporate Law, a Maryland corporation may indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to the corporation or at its request, unless it is established that (i) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the director actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Maryland law does not permit indemnification in respect of any proceeding in which the party seeking indemnification shall have been adjudged to be liable to the corporation. Further, a party may not be indemnified for a proceeding brought by that party against the corporation, except (i) for a proceeding brought to enforce indemnification or (ii) if the charter or bylaws, a resolution of the corporation’s board of directors or an agreement approved by the corporation’s board of directors to which the corporation is a party expressly provides otherwise.

The Registrant’s charter permits the Registrant to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who (a) is a present or former director or officer of

the Registrant and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) while a director or officer of the Registrant and at the request of the Registrant, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law and the 1940 Act. The Registrant’s charter provides that the provision of indemnification is subject to any applicable limitations of the 1940 Act.

The Registrant’s bylaws obligate the Registrant to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who (a) is a present or former director or officer of the Registrant and who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity, or (b) while a director or officer of the Registrant and at the request of the Registrant, serves or has served as a

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director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such capacity and from and against any claim or liability to which such person may become subject or such person may incur, in each case to the fullest extent permitted by Maryland law and the 1940 Act. The Registrant’s charter and bylaws also permit the Registrant to provide such indemnification and advancement for expenses to a person who served a predecessor of the Registrant in any of the capacities described in (a) or (b) above and to any employee or agent of the Registrant or a predecessor of the Registrant. In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Investment Advisory Agreement provides that FS Global Advisor (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with, or acting on behalf of, FS Global Advisor) shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by FS Global Advisor, and FS Global Advisor shall be held harmless for any loss or liability suffered by us, arising out of the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser; provided, however, that FS Global Advisor cannot be indemnified for any liability arising out of willful misfeasance, bad faith, or negligence in the performance of FS Global Advisor’s duties or by reason of the reckless disregard of FS Global Advisor’s duties and obligations under the Investment Advisory Agreement.

The administration agreement provides that FS Global Advisor (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with, or acting on behalf of, FS Global Advisor) shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by FS Global Advisor, and FS Global Advisor shall be held harmless for any loss or liability suffered by us, arising out of the performance of any of its duties or obligations under the administration agreement or otherwise as our administrator; provided, however, that FS Global Advisor cannot be indemnified for any liability arising out of willful misfeasance, bad faith, or negligence in the performance of FS Global Advisor’s duties or by reason of the reckless disregard of FS Global Advisor’s duties and obligations under the administration agreement.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being

registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Advisers

A description of any other business, profession, vocation, or employment of a substantial nature in which FS Global Advisor and each manager or executive officer of FS Global Advisor, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in the section entitled “Portfolio Management” and is otherwise incorporated by reference into Part A of this registration statement. Additional information regarding the Adviser and certain of its officers and managers is set forth in its Form ADV, as filed with the SEC, (SEC File No. 801-112799) and is incorporated herein by reference.

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Item 32. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the Act, and the rules thereunder, are maintained at the offices of:

(1)

the Registrant, FS Credit Opportunities Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112;

(2)

the Transfer Agent and co-administrator, SS&C GIDS, Inc. 801 Pennsylvania Avenue, Suite 219095, Kansas City, Missouri 64104;

(3)

the Custodian, State Street Bank and Trust Company, One Congress Street, Boston, Massachusetts 02114

(4)

the investment adviser, FS Global Advisor, LLC, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112; and

(5)

the administrator, FS Global Advisor, LLC, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Item 33. Management Services

Not Applicable.

Item 34. Undertakings

The Registrant undertakes:

Not applicable.

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

to include any prospectus required by Section 10(a)(3) of the Securities Act;

ii.

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), or other applicable SEC rule under the Securities Act, if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii.

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i), (ii), and (iii) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of Form N-2 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration

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statement, or is contained in a form of prospectus filed pursuant to Rule 424(b), that is part of the registration statement;.

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof;

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

that, for the purpose of determining liability under the Securities Act to any purchaser:

if the Registrant is relying on Rule 430B:

(A)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) or Rule 497(b), (c), (d), or (e) under the Securities Act, as applicable, as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the

C-7

undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

ii.

free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

iii.

the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

iv.

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

that, for the purposes of determining any liability under the Securities Act,

the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

ii.

each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof;

that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

C-8

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia and Commonwealth of Pennsylvania, on the 14th day of January, 2025.


FS Credit Opportunities Corp.

By:		/s/ Michael C. Forman
Name:		Michael C. Forman
Title:		Chief Executive Officer

The undersigned directors and officers of FS Credit Opportunities Corp. hereby constitute and appoint Michael C. Forman and Stephen S. Sypherd, and each of them with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and on our behalf in the capacities indicated below, this Registration Statement on Form N-2, and any and all amendments thereto, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission and thereby ratify and confirm that all such attorneys-in-fact, or any of them, or their substitutes shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Michael C. Forman Michael C. Forman	Chief Executive Officer and Director (Principal Executive Officer)	January 14, 2025

/s/ Edward T. Gallivan, Jr. Edward T. Gallivan, Jr.	Chief Financial Officer (Principal Financial Officer)	January 14, 2025

/s/ Keith Bethel Keith Bethel	Director	January 14, 2025

/s/ Walter W. Buckley, III Walter W. Buckley, III	Director	January 14, 2025

/s/ Della Clark Della Clark	Director	January 14, 2025

/s/ Barbara J. Fouss Barbara J. Fouss	Director	January 14, 2025

/s/ Philip E. Hughes, Jr. Philip E. Hughes, Jr.	Director	January 14, 2025

/s/ Robert N.C. Nix, III Robert N.C. Nix, III	Director	January 14, 2025

Exhibit (g)(4)

SECOND AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT

This Second Amended and Restated Expense Reimbursement Agreement (this “Agreement”) is made effective as of June 21, 2024, by and between FS CREDIT OPPORTUNITIES CORP., a Maryland corporation (as successor to FS Global Credit Opportunities Fund, the “Company”), and FS STRUCTURED PRODUCTS ADVISOR, LLC, a limited liability company organized under the laws of the State of Delaware (“FSSPA”).

WHEREAS, the Company and FSSPA are parties to an Amended and Restated Expense Reimbursement Agreement effective as of April 1, 2022 (the “Existing Agreement”), and each of them wishes to amend and restate the Existing Agreement in its entirety upon the terms and conditions hereof;

WHEREAS, the Company is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, FS Global Advisor, LLC (“FSGA”) serves as the investment adviser and administrator to the Company and is an affiliate of FSSPA;

WHEREAS, FSGA receives compensation from the Company for its services as investment adviser and is reimbursed for certain costs incurred in providing administrative services to the Company;

WHEREAS, FSSPA serves as the collateral manager and collateral administrator to certain issuers of collateralized loan obligations (each a “CLO Issuer”) listed on Exhibit A hereto (as amended from time to time, “Exhibit A”);

WHEREAS, FSSPA receives compensation from each CLO Issuer for its services as collateral manager and collateral administrator and is also responsible for certain administrative costs of each CLO Issuer;

WHEREAS, each CLO Issuer invests in loans and other credit obligations that are eligible for investment by the Company and issues various tranches of secured notes backed by such obligations, the most junior tranches of which constitute the CLO Issuer’s “equity”;

WHEREAS, the Company owns the percentage of each CLO Issuer’s equity specified on Exhibit A;

WHEREAS, the Company and FSSPA have determined that the Company should not experience any increase in management fees payable, directly to FSGA or indirectly to FSSPA, in respect of the Company’s investment in any CLO Issuer for which FSSPA serves as collateral manager and collateral administrator; and

WHEREAS, the Company and FSSPA have determined that it is appropriate and in the best interests of the Company for FSSPA to reimburse the Company on a quarterly basis in amounts equal to the Reimbursement Payment (as defined below) in respect of each CLO Issuer.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1. FSSPA Reimbursement Payments to the Company

(a) On a quarterly basis, FSSPA shall reimburse the Company in an amount equal to the equation:

Σ((X-Y))*Z

Where:

Σ represents the sum of the resulting amount for each CLO Issuer

X = the compensation received by FSSPA from a CLO Issuer for its collateral management and collateral administrator services

Y = the amount of administrative costs of such CLO Issuer borne by FSSPA during the relevant fiscal quarter (“CLO Costs”) to the extent that such administrative costs would have, if incurred directly by the Company, been reimbursed to FSGA¹

Z = (i) 100% for each of Bridge Street CLO I, Ltd. and Bridge Street CLO II, Ltd; and (ii) for (x) each of Bridge Street CLO I, Ltd. and/or Bridge Street CLO II, Ltd. from and after any reset, or other refinancing transaction in respect, of the related CLO issuance, and (y) each other CLO Issuer, in each case, the Company’s percentage of ownership of such CLO Issuer’s equity as listed on Exhibit A

Any payments required to be made by FSSPA pursuant to this Section 1(a) shall be referred to herein as a “Reimbursement Payment.”

(b) FSSPA’s obligation to make a Reimbursement Payment shall automatically become a liability of FSSPA and the right to such Reimbursement Payment shall be an asset of the Company on the last business day of the applicable fiscal quarter. The Reimbursement Payment in respect of any CLO Issuer for any quarter shall be paid by FSSPA to the Company in any combination of cash or other immediately available funds on or before the last day of the next succeeding fiscal quarter. As used herein, fiscal quarter shall mean any three month period ending on March 31, June 30, September 30 and December 31 of each calendar year.

2. Termination and Survival

(a) This Agreement shall become effective with respect to (i) each CLO Issuer as of the date listed on Exhibit A of this Agreement for such CLO Issuer and (ii) any reset CLO issuance as of the date listed on Exhibit A of this Agreement for such reset CLO issuance; provided that for any CLO Issuer or reset CLO issuance for which such date occurred prior to the effectiveness of this Agreement, it is agreed and understood that the Reimbursement Payment would have been made in the same amount under the Existing Agreement as specified under this Agreement.

¹	Attached hereto as Exhibit B is a non-exhaustive list of CLO Costs that would have, if incurred directly by the Company, been reimbursed to FSGA.

(b) This Agreement shall remain in effect as to each CLO Issuer listed on Exhibit A for so long as (i) the Company owns more than 4.99% of such CLO Issuer’s equity and (ii) FSSPA serves as collateral manager and collateral administrator of such CLO Issuer.

(c) This Agreement shall automatically terminate in its entirety in the event (i) FSGA or an affiliate of FSGA ceases to serve as investment adviser and administrator to the Company or (ii) the board of directors of the Company determines to dissolve or liquidate the Company.

(d) Sections 2 and 3 of this Agreement shall survive any termination of this Agreement.

3. Miscellaneous

(a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(b) This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be governed by, and construed in accordance with, the law of the State of New York. For so long as the Company is regulated as a closed-end investment company under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of Maryland, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Company to take any action contrary to the Company’s Articles of Incorporation or Bylaws, as each may be amended or restated, or to relieve or deprive the board of directors of the Company of its responsibility for and control of the conduct of the affairs of the Company.

(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

(d) The Company shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of FSSPA.

(e) This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.


FS CREDIT OPPORTUNITIES CORP.

By:		/s/ Edward T. Gallivan, Jr.
		Name: Edward T. Gallivan, Jr.
		Title: Chief Financial Officer

FS STRUCTURED PRODUCTS ADVISOR, LLC

By:		/s/ Andrew Beckman
		Name: Andrew Beckman
		Title: Managing Director

Exhibit A

FSSPA CLO Issuers


CLO Issuer:		Bridge Street CLO I, Ltd.
Percent of Equity:		80.114%
Payment Dates:		The 20th day of July, October, January and April of each year beginning on July 20, 2021
Effective Date:		January 28, 2021
Reset Date:		June 21, 2024

CLO Issuer:		Bridge Street CLO II, Ltd.
Percent of Equity:		80.000%
Payment Dates:		The 20th day of January, April, July and October of each year beginning on January 20, 2022
Effective Date:		September 2, 2021

CLO Issuer:		Bridge Street CLO III, Ltd.
Percent of Equity:		80.000%
Payment Dates:		The 20th day of January, April, July and October of each year beginning on July 20, 2023
Effective Date:		December 28, 2022

Exhibit B

Reimbursable CLO Costs

•

CLO accounting.

•

CLO internal operations.

•

Internal control management and testing.

•

Legal services performed with respect to the operation of the CLO, including drafting and reviewing indenture and related deal documentation.

•

Maintenance of financial records.

•

Negotiations with business partners and service providers.

•

Other administrative services, including clerical services to the CLO.

•

Other CLO Administrative Services.

•

Oversight of third-party service providers to the CLO, including third-party pricing and valuation firms, transfer agent, custodian and administrative services providers.

•

Portfolio monitoring, including portfolio compliance test monitoring and reporting.

•

Review of financial statements.

•

Technology-related services provided to the CLO, including technology used for portfolio compliance tests, security and business continuity testing.

•

Trade processing.

•

Compliance matters related to the CLO and related compliance monitoring and testing.

•

Performing due diligence on prospective portfolio companies.

•

Determining whether to purchase, sell or retain CLO investments.

•

Executing, monitoring and servicing the CLO’s investments.

Exhibit (j)(2)

LOAN SERVICES ADDENDUM

TO MASTER CUSTODIAN AGREEMENT

ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 19.5 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”). As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.

SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

(a) the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and

(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

SECTION 3. SAFEKEEPING.

(a) Safekeeping Function. If a Fund wishes the Custodian to hold for safekeeping any document, instrument or agreement relating to a Loan, whether in written or electronic form and whether an original or copy (a “Financing Document”),

(i) the Fund will (A) if the Financing Document is in a written or other tangible form, deliver the Financing Document to the Custodian and (B) otherwise transmit the Financing Document to the Custodian as an electronic record, in each case through a method of delivery or transmission approved by the Custodian, and

(ii) the Custodian will (A) accept the delivery or transmission of the Financing Document, (B) hold or store the Financing Document as bailee for the benefit of the Fund, (C) promptly, upon the Fund’s request, deliver or transmit the Financing Document to the Fund or to any party as the Fund may specify and (D) at the request of the Fund but no more often than once each calendar quarter, provide to the Fund a list of the Financing Documents accepted by the Custodian pursuant to the foregoing clause (A) and of the Financing Documents delivered or transmitted out by the Custodian pursuant to the foregoing clause (C). The Custodian will be entitled to employ a sub-custodian to carry out any of the foregoing safekeeping duties.

(b) Safekeeping Exculpation. The Custodian will have no obligation to (i) determine what Financing Documents may exist for a Loan, (ii) obtain any Financing Document that is not delivered or transmitted by the Fund to the Custodian, or (iii) examine the contents or determine the sufficiency of any Financing Document. The Custodian will be entitled to assume the genuineness, sufficiency and completeness of any Financing Document and the genuineness and due authority of any person whose signature appears on any Financing Document. The Custodian will have no liability for any act or omission of a sub-custodian for a Financing Document.

SECTION 4. EXCULPATION OF THE CUSTODIAN.

(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan or any Financing Document (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan or any Financing Document except as are expressly set forth in this Addendum.

iii

Exhibit (k)(3)

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT

AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of August 18, 2023 among Blair Funding LLC, a Delaware limited liability company, as borrower (the “Company”); the Lenders party hereto; FS Credit Opportunities Corp., a Maryland corporation, as manager (the “Manager”); and Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used in this Amendment that are not otherwise defined herein have the meanings assigned thereto in the Credit and Security Agreement (as defined below).

RECITALS

WHEREAS, reference is made to that certain Credit and Security Agreement dated as of December 16, 2020 (as amended, amended and restated, modified or supplemented and in effect from time to time, the “Credit Agreement”) by and among the Company, the Lenders party thereto, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Administrative Agent; and

WHEREAS, the Company has requested that the parties enter into this Amendment to effect the amendments to the Credit Agreement set forth herein; and

WHEREAS, the Lenders signatory hereto constitute the Required Lenders under the Credit Agreement.

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. Amendments to Credit Agreement. Pursuant to Section 10.05 of the Credit Agreement and subject to the satisfaction of the conditions precedent specified in Section 2 below but effective as of the first Calculation Period Start Date following the date of this Amendment, the Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document annexed hereto as Exhibit A attached to this Amendment. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

Section 2. Conditions Precedent. This Amendment shall become effective, as of the date hereof, upon the receipt by the Administrative Agent of counterparts of this Amendment executed by the parties hereto.

Section 3. Fees and Expenses. The Company agrees to pay all reasonable and invoiced fees and expenses of Milbank LLP, special New York counsel for the Administrative Agent, incurred in connection with the preparation and execution of this Amendment.

Section 4. Confirmation of Collateral Documents. The Company (a) confirms its obligations under the Credit Documents, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the Credit Documents, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute “Secured Obligations” (as defined in the Credit Documents) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of the Credit Documents. Each party, by its execution of this Amendment, hereby confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Credit Documents.

Section 5. Limited Amendment. The amendments set forth in Exhibit A shall be effective only in the specific instances described herein and nothing herein shall be deemed to limit or bar any rights or remedies of the Administrative Agent, the Lenders, the Company or the Manager or to constitute an amendment or waiver of any other term, provision or condition of any of the Credit Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that the Administrative Agent, the Lenders, the Company or the Manager may now have or may in the future have under any of the Credit Documents. For the avoidance of doubt and without limiting the generality of the foregoing, the parties agree that except as expressly set forth herein, no other change, amendment or consent with respect to the terms and provisions of any of the Credit Documents (including without limitation the Appendices, Exhibits and Schedules thereto) is intended or contemplated hereby (which terms and provisions remain unchanged and in full force and effect).

Section 6. Miscellaneous. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 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.

[Signature pages follow.]

- 2 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


Blair Funding LLC,
as Company

By:		/s/ Edward T. Gallivan, Jr.
Name:		Edward T. Gallivan, Jr.
Title:		CFO

Barclays-FSGCO Facility - Signature page to Amendment No. 1 to the Credit Agreement


Barclays Bank PLC,
as Administrative Agent

By:		/s/ Svetlana Nagirner
Name:		Svetlana Nagirner
Title:		Managing Director

Barclays-FSGCO Facility - Signature page to Amendment No. 1 to the Credit Agreement


FS Credit Opportunities Corp.,
as Manager

By:		Edward T. Gallivan, Jr.
Name:		Edward T. Gallivan, Jr.
Title:		CFO

Barclays-FSGCO Facility - Signature page to Amendment No. 1 to the Credit Agreement


Barclays Bank PLC,
as Lender

By:		/s/ Svetlana Nagirner
Name:		Svetlana Nagirner
Title:		Managing Director

Barclays-FSGCO Facility - Signature page to Amendment No. 1 to the Credit Agreement

Exhibit A

Conformed Credit Agreement

[attached]

EXECUTION VERSION

Conformed through Amendment No. 1, dated August 18, 2023

CREDIT AND SECURITY AGREEMENT

dated as of

December 16, 2020

among

BLAIR FUNDING LLC

The Lenders Party Hereto

The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto

and

BARCLAYS BANK PLC,

as Administrative Agent

Table of Contents


		Page

ARTICLE I
THE FUND ASSETS

SECTION 1.01.	Purchases of Fund Assets		27
SECTION 1.02.	[Reserved.]		27
SECTION 1.03.	Conditions to Purchases		27
SECTION 1.04.	Sales of Fund Assets		28
SECTION 1.05.	Additional Equity Contribution		28
SECTION 1.06.	Substitution		28
SECTION 1.07.	Valuation of Non-USD Currency Fund Assets		28
SECTION 1.08.	Trade Date Basis		28

ARTICLE II
THE ADVANCES

SECTION 2.01.	Financing Commitments		28
SECTION 2.02.	Advances; Use of Proceeds		29
SECTION 2.03.	Conditions to Effective Date		30
SECTION 2.04.	Conditions to Advances		31
SECTION 2.05.	Commitment Increase Option		33

ARTICLE III
ADDITIONAL TERMS APPLICABLE TO THE ADVANCES

SECTION 3.01.	The Advances		34
SECTION 3.02.	Taxes		38
SECTION 3.03.	Mitigation Obligations		41

ARTICLE IV
COLLECTIONS AND PAYMENTS

SECTION 4.01.	Interest Proceeds		42
SECTION 4.02.	Principal Proceeds		42
SECTION 4.03.	Principal and Interest Payments; Prepayments; Commitment Fee		43
SECTION 4.04.	Priority of Payments		45
SECTION 4.05.	Payments Generally		46
SECTION 4.06.	Termination or Reduction of Revolving Commitments		47
SECTION 4.07.	Unfunded Reserve Account		47

ARTICLE V
[RESERVED]

ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 6.01.	Representations and Warranties		48
SECTION 6.02.	Covenants of the Company and the Manager		51
SECTION 6.03.	Amendments of Fund Assets, Etc.		58

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ARTICLE VII
EVENTS OF DEFAULT

SECTION 7.01.	Events of Default	58

ARTICLE VIII
COLLATERAL ACCOUNTS; COLLATERAL SECURITY

SECTION 8.01.	The Collateral Accounts; Agreement as to Control	61
SECTION 8.02.	Collateral Security; Pledge; Delivery	61

ARTICLE IX
THE AGENTS

SECTION 9.01.	Appointment of Administrative Agent and Collateral Agent	66
SECTION 9.02.	Additional Provisions Relating to the Collateral Agent, the Securities Intermediary and the Collateral Administrator	70

ARTICLE X
MISCELLANEOUS

SECTION 10.01.	Non-Petition; Limited Recourse	73
SECTION 10.02.	Notices	73
SECTION 10.03.	No Waiver	73
SECTION 10.04.	Expenses; Indemnity; Damage Waiver; Right of Setoff	73
SECTION 10.05.	Amendments	75
SECTION 10.06.	Successors; Assignments	75
SECTION 10.07.	Governing Law; Submission to Jurisdiction; Etc.	77
SECTION 10.08.	Interest Rate Limitation	77
SECTION 10.09.	PATRIOT Act	77
SECTION 10.10.	Counterparts	78
SECTION 10.11.	Headings	78
SECTION 10.12.	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	78
SECTION 10.13.	Confidentiality	79
SECTION 10.14.	EU Risk Retention	80

Schedules


Schedule 1		Transaction Schedule
Schedule 2		[Reserved]
Schedule 3		Eligibility Criteria
Schedule 4		Level A Concentration Tests
Schedule 5		Level B Concentration Tests
Schedule 6		[Reserved]
Schedule 7		Moody’s Industry Classifications

Exhibits


Exhibit A		Form of Request for Advance
Exhibit B		Form of Administrative Agent Cooperation Agreement
Exhibit C		Form of Request for Release
Exhibit D		Form of Notice of Prepayment or Reduction
Exhibit E		Form of Power of Attorney
Exhibit F		Form of Daily Report

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CREDIT AND SECURITY AGREEMENT dated as of December 16, 2020 (this “Agreement”) among BLAIR FUNDING LLC, a Delaware limited liability company, as borrower (the “Company”); the Lenders party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacities as collateral agent (in such capacity, the “Collateral Agent”); as collateral administrator (in such capacity, the “Collateral Administrator”) and as securities intermediary (in such capacity, the “Securities Intermediary”); and BARCLAYS BANK PLC, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

The Company has requested the Lenders to make Advances available to it in the form of one or more term loans hereunder in an aggregate principal amount not to exceed the Term Loan Maximum Facility Amount, the proceeds of which will be used by the Company to (i) Purchase certain Fund Assets, (ii) repay certain indebtedness of the Parent Entities, (iii) pay certain fees and expenses related to the transactions contemplated hereby and (iv) to make distributions to Parent not prohibited hereunder, all on and subject to the terms and conditions set forth herein.

The Company has requested the Lenders to make Advances available to it on a revolving basis hereunder in an aggregate principal amount outstanding at any one time not to exceed the Revolving Maximum Facility Amount, the proceeds of which will be used by the Company to (i) Purchase certain Fund Assets, (ii) repay certain indebtedness of the Parent Entities, (iii) pay certain fees and expenses related to the transactions contemplated hereby and (iv) to make distributions to Parent not prohibited hereunder, all on and subject to the terms and conditions set forth herein.

The Company and the other Credit Risk Parties form an affiliated group of Persons, and each Credit Risk Party will derive substantial direct and indirect benefits from the making of the Advances to the Company hereunder (which benefits are hereby acknowledged by each Credit Risk Party that is a party hereto).

The Company has agreed to secure all of the Secured Obligations by granting to the Collateral Agent, for the benefit of Secured Parties, a Lien on substantially all of its assets, all on the terms and subject to the conditions set forth herein and in the other Credit Documents.

On and subject to the terms and conditions set forth herein, Barclays Bank PLC (“Barclays”) and its respective successors and permitted assigns (together with Barclays, the “Lenders”) have agreed to make advances to the Company (“Advances”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction Schedule”).

Accordingly, the parties hereto agree as follows:

Certain Defined Terms

“Account Control Agreement” means the Securities Account Control Agreement, dated as of December 16, 2020, among the Company, the Administrative Agent, the Collateral Agent and the Securities Intermediary.

“Additional Distribution Date” has the meaning set forth in Section 4.04.

“Adjusted Current Market Value” means, with respect to any Fund Asset, the Current Market Value of such Fund Asset, as determined by reference to an Administrative Agent Valuation.

“Adjusted Term SOFR” means, for each Calculation Period relating to an Advance, the rate per annum equal to (a) Term SOFR for such Calculation Period plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” has the meaning set forth in the introductory section of this Agreement.

“Administrative Agent Cooperation Agreement” an Administrative Agent Cooperation Agreement between an FS Administrative Agent, as consenting party, the Company and the Collateral Agent in substantially the form of Exhibit B, duly completed and executed. As used herein, “FS Administrative Agent” means the Company or any of its Affiliates, including the Parent or any of its Affiliates, in each case, solely to the extent the applicable Underlying Instruments for any Exception Asset owned by the Company requires written consent or approval from such FS Administrative Agent for the assignment or other transfer of such Exception Asset (in each case other than as the registered owner of such Exception Asset, in its capacity as such owner).

“Administrative Agent Valuation” has the meaning set forth in the definition of “Third Party Asset.”

“Advances” has the meaning set forth in the introductory section of this Agreement.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Company) at law or in equity, or before or by any Governmental Authority, whether pending, active or, to the Company’s or the Manager’s knowledge, threatened against or affecting the Company that would reasonably be expected to result in a Material Adverse Effect.

“Affected Lender” means a Lender that is subject to regulation under the Securitization Regulation or party to liquidity or credit support arrangements provided by a financial institution that is subject to such regulation.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person but, which shall not, with respect to the Company, include the obligors under any Fund Asset. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of any such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agent” has the meaning set forth in Section 9.01.

“Agent Business Day” means any day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office of the Collateral Agent is located (which shall initially be Columbia, Maryland).

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Amendment” has the meaning set forth in Section 6.03.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” has the meaning set forth in Section 6.01.

“Applicable Law” means, for any 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 interpretations by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Margin” has the meaning set forth in the Transaction Schedule.

“Asset Checklist” means, for any Exception Asset, an electronic or hard copy list delivered by the Company (or the Manager on its behalf) to the Administrative Agent and the Collateral Agent that identifies: (a) the Exception Asset, (b) the applicable obligor, (c) each Escrowed Transfer Document (whether original or copy) and Underlying Instrument (whether original or copy) to be delivered to the Collateral Agent, (d) the principal amount or nominal amount, if any and (e) interest rate of such Exception Asset, if any.

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“Assignment Document” means, with respect to any Exception Asset owned by the Company, each assignment and assumption agreement or other instrument of transfer of such Exception Asset and any Underlying Instrument that is necessary for the transfer by the Company of all of its legal and beneficial interest in such Exception Asset and all related property.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, and in the case of any such involuntary proceeding, such proceeding shall continue undismissed or unstayed and in effect for a period of 60 consecutive days, or, in the good faith determination of the Administrative Agent has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Barclays” has the meaning set forth in the introductory section of this Agreement.

“Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. In the event that the Base Rate is below 0.0% at any time during the term of this Agreement, it shall be deemed to be 0.0% until it exceeds 0.0% again.

“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 3.01(h).

“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 as of the Benchmark Replacement Date:

(a)

the sum of: (i) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or

(b)

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

provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

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

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

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

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

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) 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 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 such Benchmark (or such component thereof);

(2) 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 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 such Benchmark (or such component thereof); or

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(3) 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 such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

“Benchmark Transition Start Date” means in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (i) 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 Documents in accordance with Section 3.01(h) and (ii) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Documents in accordance with Section 3.01(h).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

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

“Bond” means an obligation or Participation that (i) constitutes borrowed money and (ii) is in the form of, or represented by, a bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a Loan or an interest therein).

“Business Day” means any day on which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral Agent is located.

“CAD Interest Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Interest Proceeds denominated in CAD and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“CAD Principal Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Principal Proceeds denominated in CAD and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Canadian Dollar”, “CAD” and “CAD$” mean the lawful currency of Canada.

“Calculation Period” means the quarterly period from and including the date on which the first Advance is made hereunder to but excluding the first Calculation Period Start Date following the date of such Advance and each successive quarterly period from and including a Calculation Period Start Date to but excluding the immediately succeeding Calculation Period Start Date (or, in the case of the last Calculation Period, if the last Calculation Period does not end on the 15th calendar day of March, June, September or December, the period from and including the related Calculation Period Start Date to but excluding the Maturity Date).

“Calculation Period Start Date” means the 15th calendar day of March, June, September and December of each year (or, if any such date is not a Business Day, the immediately succeeding Business Day), commencing in March 2021.

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“Cash Equivalents” means, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least “A-1” from S&P or at least “P-1” from Moody’s; (iii) commercial paper maturing no more than three months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least “A-1” from S&P or at least “P-1” from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within three months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s. Subject to the foregoing, Cash Equivalents may include investments in which the Collateral Agent or its Affiliates provide services and receive compensation; provided that investments in Wells Fargo Government MM Fund #3802 (WFFXX) (CUSIP VP7001218) shall be deemed to be Cash Equivalents hereunder. Subject to the foregoing, Cash Equivalents may include investments in which the Collateral Agent or its Affiliates provide services and receive compensation.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) shall be deemed to have occurred after the date of this Agreement for purposes of this definition, regardless of the date adopted, issued, promulgated or implemented.

“Change of Control” means an event or series of events by which (A) the Parent shall cease, directly, to own and control legally and beneficially all of the equity interests of the Company or (B) FS Global Advisor, LLC or any Affiliate thereof shall cease to be the investment advisor of the Parent.

“Charges” has the meaning set forth in Section 10.08.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning set forth in Section 8.02(a).

“Collateral Accounts” has the meaning set forth in Section 8.01.

“Collateral Administration Agreement” the Collateral Administration Agreement, dated as of December 16, 2020, among the Company, the Manager and the Collateral Administrator.

“Collateral Administrator” has the meaning set forth in the introductory section of this Agreement.

“Collateral Agent” has the meaning set forth in the introductory section of this Agreement.

“Collection Account” means the Interest Collection Account and the Principal Collection Account, collectively.

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“Commitment Fee” means, collectively, the Revolving Commitment Fee and the Delayed Draw Term Loan Commitment Fee.

“Commitment Increase Date” means the effective date (which shall be a Business Day) of an increase of the Term Loan Commitment in accordance with Section 2.05 pursuant to a Commitment Increase Request which the Administrative Agent (in its sole discretion) approves in writing (which may be by email).

“Commitment Increase Request” means the request of the Company in writing (which may be by email) to the Administrative Agent and the Lenders for an increase of the Financing Commitments pursuant to Section 2.05.

“Company” has the meaning set forth in the introductory section of this Agreement.

“Company Adjusted Asset Coverage” means, with respect to the Company, the ratio (expressed as a percentage) obtained by dividing (i) the Current Market Value of Fund Assets (other than Ineligible Investments) owned by the Company by (ii) the then outstanding principal amount of the Advances; provided that the Company may elect at any time to adjust the calculation of Company Adjusted Asset Coverage by replacing the Current Market Value of any Third Party Asset included in such calculation with the Adjusted Current Market Value of such Third Party Asset.

“Company Asset Coverage Mandatory Prepayment” has the meaning set forth in Section 4.03(e).

“Company Asset Coverage Test” means a test that will be satisfied on any date of determination if the Company Adjusted Asset Coverage is at least equal to 150%.

“Company LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the Company dated as of the Effective Date, entered into by the Parent, as the sole equity member.

“Conforming Changes” means, with respect to either the use or administration of Adjusted 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 “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Calculation Period” or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing of Advances, prepayment, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Lenders (or the Administrative Agent (on behalf of the Lenders)) decides 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 adoption of any portion of such market practice is not administratively feasible or no market practice for the administration of any such rate exists, in such other manner of administration as the Lenders (or the Administrative Agent (on behalf of the Lenders)) decides is reasonably necessary in connection with the administration of this Agreement and the other transaction documents).

“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.

“Credit Documents” means this Agreement, the Investment Management Agreement, the Account Control Agreement, the Effective Date Letter, the Guarantee, the Collateral Administration Agreement, any Administrative Agent Cooperation Agreement, the Power of Attorney and such other agreements and documents, and any amendments or supplements thereto or modifications thereof, executed or delivered by the Company, the Parent or the Manager to the Administrative Agent, the Collateral Agent or any Lender pursuant to the terms of this Agreement or any of the other Credit Documents and any additional documents delivered by the Company, the Parent or the Manager to the Administrative Agent, the Collateral Agent or any Lender in connection with any such amendment, supplement or modification.

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“Credit Risk Party” has the meaning set forth in Article VII.

“Current Market Value” means, on any date of determination, with respect to any Fund Asset, the USD-equivalent fair value of such Fund Asset as determined by the Manager in accordance with its Valuation Policy.

Notwithstanding anything to the contrary herein, the Current Market Value of any Ineligible Investment shall be deemed to be zero.

“Custodial Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Daily Report” means the daily report with respect to all Fund Assets owned by the Parent Entities delivered to the Administrative Agent, Moody’s and the Lenders pursuant to Section 6.02(p)(3) in the form of Exhibit F or such other form as may be agreed between the Company, the Administrative Agent and Collateral Administrator.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a two Business Day 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

“Dauphin Funding Merger” means the merger with Dauphin Funding LLC on the Closing Date pursuant to the Merger Agreement with the Company as the surviving entity of such merger.

“Default” means any event that, with notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Advances or (ii) pay over to the Company any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Company, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Company’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Delayed Draw Term Loan Advance” has the meaning set forth in Section 2.01.

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“Delayed Draw Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to provide the Delayed Draw Term Loan Advances to the Company hereunder in an amount up to but not exceeding the amount set forth opposite such Lender’s name on the Transaction Schedule.

“Delayed Draw Term Loan Commitment Fee” has the meaning set forth in Section 4.03(g).

“Delayed Draw Term Loan Maximum Facility Amount” means, on the Effective Date, U.S.$0.

“Delayed Draw Term Loan Termination Date” means April 30, 2021.

“Delayed Draw Term Loan Total Commitment” means as of any date of determination, the aggregate amount of the Delayed Draw Term Loan Commitments on such date, which as of the Effective Date is the Delayed Draw Term Loan Maximum Facility Amount.

“Delayed Settlement Asset” means a Fund Asset which has traded but not settled (a) in the case of a Bond within 5 Business Days from the related Trade Date thereof and (b) in the case of a Loan, within 20 Business Days from the related Trade Date thereof.

“Deliver” (and its correlative forms) means the taking of the following steps by the Company (or the Manager on its behalf):

(a) except as provided in clauses (b) and (c) below, in the case of Fund Assets owned by the Company and Eligible Investments owned by the Company and amounts on deposit in the Collateral Accounts, by (x) causing the Securities Intermediary to indicate by book entry that a financial asset comprised thereof has been credited to the applicable Collateral Account and (y) causing the Securities Intermediary, pursuant to the Account Control Agreement, to agree that it will comply with entitlement orders originated by the Collateral Agent with respect to each such security entitlement without further consent by the Company;

(b) in the case of Fund Assets owned by the Company and consisting of money or instruments (the “Possessory Collateral”) that do not constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause (1) above, by causing (x) the Collateral Agent to obtain possession of such Possessory Collateral in the State of New York or the State of Minnesota, or (y) a Person other than the Company and a securities intermediary (A)(I) to obtain possession of such Possessory Collateral in the State of New York or the State of Minnesota, and (II) to then authenticate a record acknowledging that it holds possession of such Possessory Collateral for the benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of such Possessory Collateral for the benefit of the Collateral Agent and (II) to then acquire possession of such Possessory Collateral in the State of New York or the State of Minnesota;

(c) in the case of any account which constitutes a “deposit account” under Article 9 of the UCC, by causing the Securities Intermediary to continuously identify in its books and records the security interest of the Collateral Agent in such account and, except as may be expressly provided herein to the contrary, establishing control within the meaning of Section 9-104 of the UCC over such account in favor of the Collateral Agent in the manner set forth in the Account Control Agreement;

(d) in all cases, including general intangibles, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary of State; and

(e) in all cases by otherwise ensuring that (1) all steps, if any, required under applicable Law or reasonably requested by the Administrative Agent to ensure that this Agreement creates a valid, first priority Lien (subject only to Permitted Liens) on such Collateral in favor of Collateral Agent, shall have been taken, and that such Lien shall have been perfected by filing and, to the extent applicable, possession or control and (2) obtaining all applicable consents to the pledge of the Collateral in accordance with the Credit Documents.

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“Diligence Information” has the meaning set forth in Section 2.04.

“Dollars”, “USD” and the sign “$” mean the lawful money of the United States of America.

“Draft Instrument” means, with respect to any Fund Asset originated by the Company, a substantially final draft of the related loan agreement (or other principal document under which such originated Fund Asset will be made).

“E-SIGN” has the meaning set forth in Section 10.10.

“Effective Date” has the meaning set forth in Section 2.03.

“Effective Date Letter” means that certain letter agreement, dated as of the Effective Date, between the Company and the Administrative Agent.

“Eligibility Criteria” means the eligibility criteria set forth on Schedule 3.

“Eligible Assignee” means at the time of any relevant assignment pursuant to Section 10.06, (i) an Affiliate of the related assignor, (ii) a bank, (iii) an insurance company or (iv) any Person, other than, in the case of this clause (iv), (a) any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) primarily engaged in the business of private investment management as a business development company, closed-end fund, mezzanine fund, private debt fund, hedge fund or private equity fund, which is in direct or indirect competition with the Company or the Manager, or any Affiliate thereof that is an investment advisor, (b) any Person controlled by, or controlling, or under common control with, or which is a sponsor of, a Person referred to in clause (a) above, or (c) any Person for which a Person referred to in clause (a) above serves as an investment advisor with discretionary investment authority.

“Eligible Dealer” means any of the following (as such list may be revised from time to time by mutual agreement of the Company and the Administrative Agent): Barclays, BNP Paribas, Crédit Agricole, Société Générale, Deutsche Bank AG, Credit Suisse, UBS AG, HSBC Holdings PLC, Bank of America N.A., Citigroup Inc., JPMorgan Chase & Co., Morgan Stanley, Wells Fargo & Co. Goldman Sachs & Co. LLC, Natixis, Jefferies, Nomura, The Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, MUFG, Macquarie, and any other dealer submitting bids to Mark-IT or IDC and any Affiliate or successor entity of any of the foregoing, but in no event including the Company or any Affiliate of the Company.

“Eligible Investments” has the meaning set forth in Section 4.01.

“Eligible Third Party Valuation Firm” means Duff & Phelps, Lincoln International LLC, Houlihan Lokey, Dynamic Credit, Murray, Devine and Company, Hilco Capital and any other provider mutually agreed to by the Company and the Administrative Agent, and any successor entity of any of the foregoing.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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

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“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).

“ERISA Event” means that (1) the Company’s assets constitute “plan assets” within the meaning of the Plan Asset Rules or (2) the Company sponsors, maintains, contributes to, is required to contribute to or has any material liability (including, in the case of contribution and liability, on account of any ERISA Affiliate) with respect to any Plan.

“Escrowed Transfer Documents” means, with respect to each Exception Asset owned by the Company, three original Assignment Documents, each executed in blank by (a) the Company, as assignor, and (b) if the consent or signature of any affiliate of the Company (whether as administrative agent, servicer, registrar or in any other capacity) by its express terms is or could be required for the transfer of all or any portion of such Exception Asset by the Company, each such affiliate.

“ESRA” has the meaning set forth in Section 10.10.

“EU Risk Retention Requirements” means Article 6 of the Securitization Regulation, including any implementing regulation, technical standards and official guidance related thereto.

“Euros”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Euro Interest Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Interest Proceeds denominated in Euros and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Euro Principal Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Principal Proceeds denominated in Euros and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Event of Default” has the meaning set forth in Article VII.

“Exception Asset” means any non-Liquid Asset that, as of the date such asset is acquired by the Company, (a) the Administrative Agent or any of its Affiliates trades in such asset as of such date, (b) the Administrative Agent designates such asset as an Exception Asset based upon a determination in good faith that the Administrative Agent is able to determine an Administrative Agent Value therefor, or (c) such asset is a Third Party Asset; provided that, if such asset no longer satisfies the criteria set forth in clause (a) or clause (b), then the Administrative Agent may determine that any such asset no longer qualifies as an Exception Asset by providing not less than 45 days’ prior written notice of such determination to the Manager and the Company, it being understood that, within such 45-day period, the Company may obtain the requisite third party valuation for such asset to qualify as an Exception Asset under clause (c), or may obtain the requisite quotes for such asset to qualify as a Liquid Asset; provided further that, in the case of clause (c), if at any time such asset no longer qualifies as a Third Party Asset, and neither of the criteria in clause (a) or (b) applies to such asset at such time, then the Administrative Agent may determine that any such asset no longer qualifies as an Exception Asset.

“Excess Concentration Amount” means any Level A Excess Concentration Amount and any Level B Excess Concentration Amount, either individually or collectively, as the context may require.

“Excess Interest Proceeds” means (a) on any Interest Payment Date, the excess of (1) amounts then on deposit in the Collateral Accounts representing Interest Proceeds over (2) the amount actually paid on such Interest Payment Date pursuant to Sections 4.04(a) through (c) and (b) at any other time of determination, the excess of (1) amounts then on deposit in the Collateral Accounts representing Interest Proceeds over (2) the projected amount required to be paid pursuant to Section 4.04(a) through (c) on the next Interest Payment Date, the next Additional Distribution Date or the Maturity Date, as applicable, in each case, as determined by the Company in good faith and in a commercially reasonable manner.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Financing Commitment or Advance pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Financing Commitment or Advance or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.02, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to comply with Section 3.02(f) and (d) Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code and any U.S. or non-U.S. fiscal or regulatory law, legislation, rules, guidance, notes or practices adopted pursuant to such intergovernmental agreement.

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average (rounded upward, if necessary, to the next 1/100th of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Financing Commitment” means collectively, the Term Loan Commitment and the Revolving Commitments.

“Fitch” means Fitch Ratings, Inc. and any successor thereto.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Fund Assets” means each Loan, Bond, other corporate debt security, Equity Interest and any other security or asset owned by any Parent Entity.

“Future Funding Assets” means any Fund Asset that requires the making of any future advance or payment by any Parent Entity to the issuer thereof or any related counterparty under the Underlying Instruments relating thereto.

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

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“GBP”, “Pounds Sterling” or “£” mean the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“GBP Interest Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Interest Proceeds denominated in GBP and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“GBP Principal Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Principal Proceeds denominated in GBP and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means the Guarantee Agreement dated on or around the Effective Date between the Parent, the Company and the Collateral Agent.

“IC Memorandum” means, with respect to any Fund Asset originated by the Company, the investment committee memorandum (or any confidential information memorandum or any other similar document) prepared by or on behalf of, or provided to, the Manager that supports the Company’s investment decision to originate such Fund Asset.

“Indebtedness” as applied to any Person, means, without duplication, (A) as determined in accordance with GAAP, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued expenses arising in the ordinary course of business; (iv) that portion of obligations with respect to capital leases that is properly classified as a liability of such Person on a balance sheet; (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person; and (vii) all debt, lease obligations or similar obligations to repay money of others guaranteed by such Person or for which such Person acts as surety and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; and (B) all Leveraged Transactions of such Person. Notwithstanding the foregoing, “Indebtedness” shall not include (a) a commitment arising in the ordinary course of business to purchase a future Fund Asset in accordance with the terms of this Agreement; (b) any obligation of such Person to fund any Future Funding Asset, (c) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or investment to satisfy unperformed obligations of the seller of such asset or investment, (d) indebtedness of such Person on account of the sale by such Person of the first out tranche of any Fund Asset that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is nonrecourse to such Person and (ii) would not represent a claim against such Person in a bankruptcy, insolvency or liquidation proceeding of such Person, in each case in excess of the amount sold or purportedly sold, (e) any accrued incentive, management or other fees to an investment manager or its affiliates (regardless of any deferral in payment thereof), (f) any guaranty by such Person of Indebtedness issued by an obligor on any Fund Asset or (g) non-recourse liabilities for participations sold by any Person in any Fund Asset.

“Indemnified Person” has the meaning specified in Section 5.02.

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 10.04(b).

“Industry Classifications” means the Moody’s Industry Classifications.

“Ineligible Investment” means any Fund Asset owned by the Company that fails, at any time, to satisfy the Eligibility Criteria; provided that with respect to any Fund Asset for which the Administrative Agent has waived one or more of the criteria set forth on Schedule 3, the Eligibility Criteria in respect of such Fund Asset shall be deemed not to include such waived criteria at any time after such waiver and such Fund Asset shall not be considered an “Ineligible Investment” by reason of its failure to meet such waived criteria.

“Information” means (i) the Credit Documents and the details of the provisions thereof and (ii) all information received from the Company or any Affiliate thereof relating to the Company or its business or any obligor in respect of any Fund Asset in connection with the transactions contemplated by this Agreement.

“Initial Term Loan Advance” has the meaning set forth in Section 2.01.

“Initial Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to provide the Initial Term Loan Advance to the Company hereunder in an amount up to but not exceeding the amount set forth opposite such Lender’s name on the Transaction Schedule.

“Initial Term Loan Maximum Facility Amount” means, on the Effective Date, U.S.$285,000,000.

“Initial Term Loan Total Commitment” means as of the Effective Date, the aggregate amount of the Initial Term Loan Commitments on such date, which as of the Effective Date is the Term Loan Maximum Facility Amount.

“Interest Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Interest Proceeds and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Interest Payment Date” has the meaning set forth in Section 4.03(b).

“Interest Proceeds” means all payments of interest received by the Company in respect of the Fund Assets and Eligible Investments Purchased by the Company with the proceeds of Fund Assets (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Fund Asset), all other payments on the Eligible Investments acquired with the proceeds of Fund Assets owned by the Company (for the avoidance of doubt, such other payments shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received by the Company in respect of the Fund Assets owned by the Company or deposited into any of the Collateral Accounts (including closing fees, commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication or other up-front fees and customary administrative agency or similar fees).

“Investment” means (a) the purchase of any debt or equity security of any other Person, or (b) the making of any Loan or advance to any other Person, or (c) becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.

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“Investment Advisor” means the investment advisor of the Parent, which as of the Effective Date is FS Global Advisor, LLC.

“Investment Advisory Agreement” means the Amended and Restated Investment Advisory Agreement, dated as of October 9, 2013, by and between the Parent and the Investment Advisor, as amended, restated, supplemented, modified or replaced from time to time.

“Investment Company Act” means the Investment Company Act of 1940, including the rules and regulations adopted by the SEC thereunder. Except where otherwise specified, references in this Agreement to the Investment Company Act shall refer to such Act and rules and regulations as amended from time to time.

“Investment Management Agreement” means the Investment Management Agreement, dated as of the Effective Date, between the Company and the Manager relating to the management of the Fund Assets owned by the Company, as amended, restated, supplemented or otherwise modified from time to time.

“IRS” means the United States Internal Revenue Service.

“Lender Participant” has the meaning set forth in Section 10.06(c).

“Lenders” has the meaning set forth in the introductory section of this Agreement.

“Level A Adjusted Asset Coverage” means, with respect to the Parent, the ratio (expressed as a percentage) obtained by dividing (i)(x) the Current Market Value of the total assets of the Parent minus (y) all liabilities and indebtedness of the Parent not represented by senior securities minus (z) any Level A Excess Concentration Amounts by (ii) the aggregate principal amount of senior securities representing indebtedness of the Parent. The Level A Adjusted Asset Coverage will be calculated in the same manner that the Parent is required to calculate its “asset coverage” with respect to senior securities representing indebtedness pursuant to Section 18(h) of the Investment Company Act; provided that the Company may elect at any time to adjust the calculation of Level A Adjusted Asset Coverage by replacing the Current Market Value of any Third Party Asset included in such calculation with the Adjusted Current Market Value of such Third Party Asset.

“Level A Asset Coverage Test” means a test that will be satisfied on any date of determination if the Level A Adjusted Asset Coverage of the Parent is at least equal to 300%.

“Level A Concentration Tests” has the meaning set forth in Schedule 4.

“Level A Excess Concentration Amount” means, the sum of each of the following, as determined by the Administrative Agent in its reasonable discretion:

(a) any portion of a Fund Asset, the inclusion of which would cause the Level A Concentration Tests to be in breach on a pro-forma basis, as determined in accordance with the last paragraph of Schedule 4;

(b) any portion of a Liquid Asset designated as an Excess Concentration Amount pursuant to the proviso set forth in clause (i) of the definition of “Liquid Asset”; and

(c) any portion of a Third Party Asset designated as an Excess Concentration Amount pursuant to the definition of “Third Party Asset”, except if the value assigned to such Third Party Asset for purposes of the Level A Adjusted Asset Coverage is the Adjusted Current Market Value.

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The Administrative Agent shall determine the calculation of any Level A Excess Concentration Amount in accordance with a reasonable methodology; provided that, in the event the Manager submits to the Administrative Agent a calculation using a different reasonable methodology that results in a smaller Level A Excess Concentration Amount, then the Manager’s calculation shall control unless the Administrative Agent determines in its sole discretion acting in good faith that it is not operationally able to use the Manager’s calculation methodology.

“Level A Test Amount” means, on any date of determination, (a) the sum of the Current Market Value (or, upon the election of the Company, the Adjusted Current Market Value) of each Fund Asset (including any cash and Cash Equivalents) plus (b) the Unfunded Reserve Amount.

“Level B Adjusted Asset Coverage” means, with respect to the Parent, the ratio (expressed as a percentage) obtained by dividing (i)(x) the Current Market Value of the total assets of the Parent minus (y) all liabilities and indebtedness of the Parent not represented by senior securities minus (z) any Level B Excess Concentration Amounts by (ii) the aggregate principal amount of senior securities representing indebtedness of the Parent. The Level B Adjusted Asset Coverage will be calculated in the same manner that the Parent is required to calculate its “asset coverage” with respect to senior securities representing indebtedness pursuant to Section 18(h) of the Investment Company Act; provided that the Company may elect at any time to adjust the calculation of the Level B Adjusted Asset Coverage by replacing the Current Market Value of any Third Party Asset included in such calculation with the Adjusted Current Market Value of such Third Party Asset.

“Level B Asset Coverage Mandatory Prepayment” has the meaning set forth in Section 4.03(d).

“Level B Asset Coverage Test” means a test that will be satisfied on any date of determination if the Level B Adjusted Asset Coverage of the Parent is at least equal to 300%.

“Level B Concentration Tests” has the meaning set forth in Schedule 5.

“Level B Excess Concentration Amount” means, the sum of each of the following, as determined by the Administrative Agent in its reasonable discretion:

(a) any portion of a Fund Asset, the inclusion of which would cause the Level B Concentration Tests to be in breach on a pro-forma basis, as determined in accordance with the last paragraph of Schedule 5;

(b) any portion of a Liquid Asset designated as an Excess Concentration Amount pursuant to the proviso set forth in clause (i) of the definition of “Liquid Asset”; and

(c) any portion of a Third Party Asset designated as an Excess Concentration Amount pursuant to the definition of “Third Party Asset”, except if the value assigned to such Third Party Asset for purposes of the Level B Adjusted Asset Coverage is the Adjusted Current Market Value.

The Administrative Agent shall determine the calculation of any Level B Excess Concentration Amount in accordance with a reasonable methodology; provided that, in the event the Manager submits to the Administrative Agent a calculation using a different reasonable methodology that results in a smaller Level B Excess Concentration Amount, then the Manager’s calculation shall control unless the Administrative Agent determines in its sole discretion acting in good faith that it is not operationally able to use the Manager’s calculation methodology.

“Level B Test Amount” means, on any date of determination, (a) the sum of the Current Market Value (or, upon the election of the Company, the Adjusted Current Market Value) of each Fund Asset (including any cash and Cash Equivalents) plus (b) the Unfunded Reserve Amount.

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“Leveraged Transactions” of any Person means, without duplication: (i) all “senior securities representing indebtedness” of such Person, as defined in the first paragraph of Section 18(g) of the Investment Company Act; (ii) all obligations of such Person that would be “senior securities representing indebtedness” under SEC or SEC staff guidance in effect on the date hereof were such obligations not offset or covered by segregated assets in the manner described under such guidance, including any obligations of such Person under (A) reverse repurchase agreements or similar financing transactions entered into by such Person, and (B) any swaps, security-based swaps, futures contracts, forward contracts, options, combinations of the foregoing, or similar instruments under which such Person is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise (in each case after giving effect to any netting agreement); (iii) all contracts under which such Person commits, conditionally or unconditionally, to make a loan to or invest equity in any person; and (iv) all guarantees by such Person of any of the foregoing.

“Liabilities” has the meaning set forth in Section 5.02.

“Lien” means any security interest, lien, charge, pledge, preference or encumbrance of any kind, in each case securing the payment of obligations, including tax liens, mechanics’ liens and any liens that attach by operation of law. For the avoidance of doubt, in the case of Fund Assets that are loans or other debt obligations, customary restrictions on assignments or transfers thereof pursuant to the underlying documentation of such Investment shall not be deemed to be a “Lien” and, in the case of Fund Assets that are equity securities, customary drag-along, tag-along, right of first refusal, restrictions on assignments or transfers and other similar rights in favor of other equity holders of the same issuer shall not be deemed to be a “Lien”.

“Liquid Asset” means cash, Cash Equivalents and Fund Assets that (i) have not less than three unique quotes on IDC or IHS Markit or a combination of pricing sources including quotes from an Eligible Dealer who does not contribute to IDC or IHS Markit for such asset (collectively the “Liquid Pricing Sources”); provided that any Fund Asset whose Current Market Value is 5% or more than the Liquid Pricing Source average as calculated by the Administrative Agent, the difference between the Current Market Value and the Liquid Pricing Source average shall be an Excess Concentration Amount or (ii) have been designated an Exception Asset in accordance with the definition thereof.

“Loan” means any obligation or Participation for the payment or repayment of borrowed money that is documented by a term and/or revolving loan agreement or other similar credit agreement.

“Make-Whole Amount” means, in connection with the prepayment of Term Loan Advances pursuant to Section 4.03(c)(1) or the acceleration of the Term Loan Advances following the occurrence of an Event of Default under Article VII, an amount equal to the present value of the then-current Applicable Margin (including any increases to the Applicable Margin pursuant to Section 3.01(b)) on the outstanding principal amount of the Term Loan Advances so prepaid or accelerated, as applicable, calculated from and including the date of such acceleration to and including the Maturity Date, discounted at a rate determined by the Administrative Agent in good faith based on the forward curve for three-month Adjusted Term SOFR at the time of such prepayment or acceleration.

“Management Fee” means, collectively, the management fee and the incentive fee payable by the Parent to the Investment Advisor pursuant to the Investment Advisory Agreement as calculated on the Effective Date (or as such calculation is modified after the Effective Date upon written notice to the Administrative Agent and the Collateral Agent, which notice the Parent shall endeavor (but shall not be required) to provide in advance).

“Manager” means FS Credit Opportunities Corp., or any replacement or successor manager in accordance with the terms of the Investment Management Agreement.

“Margin Stock” has the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.

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“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company, the Parent and the Manager, taken as a whole (excluding in any case a decline in the net asset value of the Company or the Parent or a change in general market conditions or values of the Fund Assets owned by the Company), (b) the ability of the Company, the Parent or the Manager to perform its obligations under this Agreement or any of the other Credit Documents or (c) the rights of, interests of or benefits available to the Agents or the Lenders under this Agreement or any of the other Credit Documents.

“Material Amendment” means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable to a Lender hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments required hereby or (v) changes any of the provisions of this definition or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder.

“Maturity Date” means the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the Secured Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration of the Secured Obligations and (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result of one or more prepayments and the Financing Commitments are irrevocably terminated.

“Maximum Rate” has the meaning set forth in Section 10.08.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 16, 2020, by and between Dauphin Funding LLC and the Company, with the Company as the “Surviving Company” as defined therein.

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

“Moody’s Industry Classifications” means the industry classifications set forth in Schedule 7 hereto, as such industry classifications shall be updated at the option of the Manager (with the consent of the Administrative Agent) if Moody’s publishes revised industry classifications.

“Non-Call Period” means the period beginning on, and including, the Effective Date and ending on, but excluding, the earlier of (x) December 16, 2022 and (y) the Non-Call Termination Date.

“Non-Call Termination Date” means the date on which (i) any Lender requests compensation under Section 3.01(e) or (f), or the Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.02, (ii) Barclays ceases to act as Administrative Agent or (iii) the Advances hereunder bear interest by reference to an index other than the Term SOFR Reference Rate without the prior written consent of the Company and the Manager.

“Non-Corporate Debt Asset” means common equity, preferred equity, real estate, structured products, or any other assets not debt backed by corporate cashflows as determined by the Administrative Agent in its sole discretion acting in good faith.

“Non-USD Currency” means Euros, CAD, GBP and any other currency other than Dollars; provided that any currency other than Dollars is subject to the establishment by the Company at the Securities Intermediary of an account into which the Collateral Agent may deposit Collateral that is denominated in such other currency and that is subject to the Lien of the Collateral Agent.

“Notice of Prepayment or Reduction” has the meaning set forth in Section 4.03(c).

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

“Other Indebtedness Ratio” means the ratio (expressed as a percentage) obtained by dividing the Current Market Value of Fund Assets that are pledged to secure any Other Indebtedness (as defined in the Guarantee) by the aggregate Current Market Value of Fund Assets.

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

“Parent” means FS Credit Opportunities Corp.

“Parent Entities” means collectively, the Parent, the Company and any other Person that is consolidated on the financial statements of the Parent (each individually, a “Parent Entity”).

“Participation” means an interest in a loan or bond acquired by way of participation from a Selling Institution.

“Participant Register” has the meaning specified in Section 10.06(d).

“PATRIOT Act” has the meaning set forth in Section 2.03(f).

“Payoff Letter” means the payoff and termination letter, dated as of December 16, 2020, between Deutsche Bank AG, New York Branch and Dauphin Funding LLC, in form and substance satisfactory to the Administrative Agent.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Distribution” means, on any Business Day, (a) any distribution of Interest Proceeds or Principal Proceeds (at the discretion of the Company) to the Parent; provided that amounts may be distributed pursuant to this definition if the following conditions are met: (i) in the case of Interest Proceeds, such Permitted Distribution will not exceed the available Excess Interest Proceeds, (ii) no Default or Event of Default has occurred and is continuing (or would occur after giving effect to such Permitted Distribution), (iii) the Level B Coverage Test is satisfied (and will be satisfied after giving effect to such Permitted Distribution), (iv) the Company gives at least two (2) Business Days’ prior written notice thereof, which notice shall include an updated Daily Report, to the Administrative Agent, the Collateral Agent and the Collateral Administrator and (v) the Company confirms in writing (which may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted Distribution set forth herein are satisfied, and (b) any Required Fund Distribution.

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existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by such Person, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management, operating account arrangements and netting arrangements, (f) with respect to any collateral underlying a Fund Asset, the Lien in favor of the Company herein and Liens permitted under the related Underlying Instruments, (g) as to any agented Fund Assets, Liens in favor of the agent on behalf of all the lenders to the related Underlying Instruments, (h) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business; provided that such Liens (x) attach only to the securities (or proceeds) being purchased or sold and (y) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing, and (i) Liens securing any hedge agreement, swap or other derivative transaction entered into with Barclays Bank PLC, any affiliate thereof or any other counterparty approved by the Administrative Agent in its sole discretion for the purpose of hedging foreign currency exposure with respect to any Fund Asset.

“Permitted Management Fee Distribution” means any distribution to the Parent (from the Collection Accounts or otherwise) made at any time and from time to time, to the extent reasonably required to allow the Parent to make payments when due with respect to the Management Fee; provided that, after the occurrence and during the continuance of an Event of Default, the Company shall be permitted to make a Permitted Management Fee Distribution only to the extent the other Parent Entities do not have sufficient cash available at such time (taking into account current expenses, including near-term designated uses of cash) to cause such payment of the Management Fee to be paid in full when due.

“Permitted RIC Distribution” means any distribution to the Parent (from the Collection Accounts or otherwise) made at any time and from time to time, to the extent reasonably required to allow the Parent to make sufficient distributions to qualify as a regulated investment company within the meaning of Section 851 of the Code and to otherwise eliminate federal or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed 115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Company’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a RIC under the Code.

“Permitted Working Capital Lien” means a lien securing a revolving lending facility on a superpriority basis by any assets of the related obligor, or on a first lien basis solely by all or a portion of the current assets of the related obligor, it being understood that such revolving lending facility may be secured on a junior lien basis by other assets of the related obligor; provided that any such revolving lending facility that is secured on a superpriority basis by substantially all assets of the underlying obligor shall not exceed 1.25x of EBITDA of the underlying obligor and its consolidated subsidiaries (as determined by the Manager in good faith as of the date of acquisition of such Fund Asset by the Company).

“Person” means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Section 412 of the Code or Title IV of ERISA which the Company or any ERISA Affiliate maintains, contributes to, is required to contribute to or has any liability.

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“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA.

“Portfolio” means all Fund Assets Purchased hereunder and not otherwise sold or liquidated.

“Possessory Collateral” has the meaning set forth in the definition of Deliver.

“Power of Attorney” means an executed copy of a power of attorney dated on or around the Effective Date, in the form of Exhibit E hereto, executed by the Company and the Parent in favor of the Collateral Agent.

“Premium Call Period” means the period beginning on, and including, the last day of the Non-Call Period in effect as of the Effective Date and ending on, but excluding, the earlier of (x) the six month anniversary thereof and (y) the Non-Call Termination Date.

“Prepayment Premium” has the meaning set forth in Section 4.03(c).

“Prime Rate” means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Prime Rate.

“Principal Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of Principal Proceeds and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Principal Proceeds” means all amounts received by the Company with respect to the Fund Assets owned by the Company or any other Collateral, and all amounts otherwise on deposit in the Collateral Accounts (including cash contributed or deposited by the Company and the proceeds of Advances made in accordance herewith), in each case other than Interest Proceeds.

“Priority of Payments” has the meaning set forth in Section 4.04.

“Proceeding” has the meaning set forth in Section 10.07(b).

“Purchase” means each acquisition by the Company of a Fund Asset hereunder by way of (x) a sale or contribution from the Seller, (y) purchase from any other affiliated or unaffiliated party pursuant to an arms’ length transaction or (z) originating any Loan.

“Qualified Participation” means a Participation in a Fund Asset that meets each of the following criteria:

(1) the Selling Institution is a lender of record on such Loan;

(2) the aggregate participation in the Fund Asset granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such Fund Asset;

(3) such Participation does not grant, in the aggregate, to the participant in such Participation a greater interest than the Selling Institution holds in the Fund Asset that is the subject of the participation;

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(4) the entire purchase price for such Participation is paid in full (without the benefit of financing from the Selling Institution) at the time of the Company’s acquisition thereof;

(5) the Participation provides the participant all of the economic benefit and risk of the whole or part of the Fund Asset that is the subject of the Participation;

(6) such participation is documented under a Loan Syndications and Trading Association or similar agreement standard for loan participation transactions among institutional market participants; and

(7) such Participation is not a sub-participation interest; provided that the Company may acquire back-to-back Qualified Participations from another Parent Entity with respect to Qualified Participations owned by such Parent Entity.

“Register” has the meaning set forth in Section 3.01(c).

“Related Parties” has the meaning set forth in Section 9.01.

“Relevant Government 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.

“Request for Advance” has the meaning set forth in Section 2.02(d).

“Required Fund Distribution” means, collectively, any Permitted Management Fee Distribution and any Permitted RIC Distribution.

“Required Lenders” means Lenders holding more than 50% of the sum of (i) the aggregate principal amount of the outstanding Advances plus (ii) the aggregate undrawn amount of the outstanding Financing Commitments.

“Responsible Officer” means with respect to the Collateral Agent, the Securities Intermediary or the Collateral Administrator, any officer of the Collateral Agent, the Securities Intermediary or the Collateral Administrator customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Agreement, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this Agreement.

“Restricted Payment” means (i) any dividend or other distribution (including, without limitation, a distribution of non-cash assets), direct or indirect, on account of any shares or other equity interests in the Company now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, by the Company of any shares or other equity interests in the Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares or other equity interests in the Company now or hereafter outstanding.

“Revolving Advances” has the meaning set forth in Section 2.01.

“Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to provide revolving Advances to the Company hereunder in an amount up to but not exceeding the amount set forth opposite such Lender’s name on the Transaction Schedule or in the assignment and assumption pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 10.06 of this Agreement.

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“Revolving Commitment Fee” has the meaning set forth in Section 4.03(f).

“Revolving Maximum Facility Amount” means, at any date, (a) U.S.$65,000,000 plus (b) the aggregate principal amount of any additional Revolving Commitments pursuant to Section 2.05 that have become effective on or prior to such date, as reduced from time to time in conjunction with the reduction of the Financing Commitments pursuant to Section 4.06.

“Revolving Total Commitment” means as of any date of determination, the aggregate amount of the Revolving Commitments on such date, which as of the Effective Date is the Revolving Maximum Facility Amount. Upon the Maturity Date, the Revolving Total Commitment shall be reduced to zero.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and Crimea).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom, (c) any other relevant sanctions authority with jurisdiction over the Company, the Manager or their respective Affiliates or (d) the respective agencies and instrumentalities of each of the foregoing clauses (a) through (c), and any other governmental authority that issues or administers economic, financial or trade sanctions.

“Scheduled Termination Date” has the meaning set forth in the Transaction Schedule.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Loan” means a Loan (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens permitted under the related Underlying Instruments that are reasonable and customary for similar Loans, including any Permitted Working Capital Lien) under Applicable Law and (ii) the Manager determines in good faith that the value of the collateral securing the Loan (including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding balances of all other Loans of equal or higher seniority secured by the same collateral.

“Secured Obligation” has the meaning set forth in Section 8.02(a).

“Secured Party” has the meaning set forth in Section 8.02(a).

“Securities Intermediary” has the meaning set forth in the introductory section of this Agreement.

“Securitization Regulation” means Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardised securitisation, as amended, varied or substituted from time to time including any implementing regulation, technical standards and official guidance related thereto.

“Seller” has the meaning set forth in the introductory section of this Agreement.

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“Selling Institution” means an institution from which a Participation is acquired.

“Senior Secured Bond” means any Bond that (i) is not (and is not expressly permitted by its terms to become) contractually subordinate in right of payment to any obligation of the obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable indenture, intercreditor agreement or similar agreement), (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 indenture or other similar agreement that are customary for similar bonds (as determined by the Manager in good faith), including a Permitted Working Capital Lien, and liens accorded priority by law in favor of any Governmental Authority), and (iii) the Manager determines in good faith that the value of the collateral for such bond (including based on enterprise value) together with other attributes of the obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) on or about the time of acquisition equals or exceeds the outstanding principal balance of the bond plus the aggregate outstanding balances of all other Bonds of equal seniority secured by a first priority Lien over the same collateral.

“Senior Secured Loan” means any Loan that (i) is not (and is not expressly permitted by its terms to become) contractually subordinate in right of payment to any obligation of the obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable loan agreement, intercreditor agreement or similar agreement), (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 credit agreement that are customary for similar Loans (as determined by the Manager in good faith), including a Permitted Working Capital Lien, and liens accorded priority by law in favor of any Governmental Authority), and (iii) the Manager determines in good faith that the value of the collateral for such Loan (including based on enterprise value) together with other attributes of the obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) on or about the time of acquisition equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other Loans of equal seniority secured by a first priority Lien over the same collateral.

“Settlement Date” means, with respect to any Fund Asset, the date of on which the Purchase of such Fund Asset by the Company settles.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person, that as of the date of determination, (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on the date of this Agreement; and (c) such Person has not incurred debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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sole discretion) at the time of such exchange or calculation and (y) with respect to all other purposes between USD and any Non-USD Currency, the applicable currency-USD spot rate that appeared on the BFIX page of Bloomberg Professional Service (or any successor thereto) (or such other recognized service or publication used by the Manager for purposes of determining currency spot rates in the ordinary course of its business from time to time) for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day, as determined by the Manager. The determination of the Spot Rate shall be conclusive absent manifest error.

“Standby Directed Investment” means Wells Fargo Government MM Fund #3802 (WFFXX) (CUSIP VP7001218).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided that notwithstanding any provision herein to the contrary, the term “Subsidiary” shall not include any Person that constitutes an investment held by the Company in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Company.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan Advances” means, collectively, (a) any Initial Term Loan Advance, (b) any Delayed Draw Term Loan Advance, and (c) any other term loan made pursuant to the terms hereof pursuant to any additional commitments pursuant to Section 2.05 that have become effective hereunder.

“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to provide Term Loan Advances (including the Initial Term Loan Advances and the Delayed Draw Term Loan Advances) to the Company hereunder in an amount up to but not exceeding the amount set forth opposite such Lender’s name on the Transaction Schedule or in the assignment and assumption pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to (i) a Commitment Increase Request or (ii) assignments made in accordance with the provisions of Section 10.06 of this Agreement.

“Term Loan Maximum Facility Amount” means, at any date, (a) the Initial Term Loan Maximum Facility Amount, plus (b) the Delayed Draw Term Loan Maximum Facility Amount, plus (c) the aggregate principal amount of any additional Term Loan Commitments pursuant to Section 2.05 that have become effective on or prior to such date.

“Term Loan Total Commitment” means as of any date of determination, the aggregate amount of the Term Loan Commitments on such date, which as of the Effective Date is the Term Loan Maximum Facility Amount.

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first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that for any Calculation Period relating to an Advance of less than three months, the rate determined by the Administrative Agent by interpolating on a linear basis between (i) the applicable Term SOFR Reference Rate for the longest period then published by the Term SOFR Administrator that is shorter than such Calculation Period and (ii) the applicable Term SOFR Reference Rate for the shortest period then published by the Term SOFR Administrator that is longer than such Calculation Period; provided, however, that if a Calculation Period is less than or equal to seven days, then the Term SOFR Reference Rate shall be determined by reference to a rate as if the maturity of the dollar deposits referred to therein were a period of time equal to seven days.

“Term SOFR Adjustment” means a percentage equal to 0.20% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Third Party Asset” means any Fund Asset that the Parent obtains monthly or quarterly valuations for from Valuation Research Corporation (“VRC”) or an Eligible Third Party Valuation Firm.

If at any time with respect to a Third Party Asset owned by the Company (a) the Administrative Agent obtains either (i) at its own expense, a valuation for such Fund Asset from any other Eligible Third Party Valuation Firm that is more than 7.5% lower than the most recent valuation obtained by the Parent for such Fund Asset or (ii) at least two quotes from Eligible Dealers the average of which is more than 7.5% lower than the most recent valuation obtained by the Parent for such Fund Asset (each, an “Administrative Agent Valuation”) and (b) the Company does not agree to use the Adjusted Current Market Value for such Fund Asset (including, for the avoidance of doubt, for purposes of calculating the Level A Adjusted Asset Coverage and Level B Adjusted Asset Coverage), then an amount equal to the difference between the Current Market Value for such Fund Asset and the Adjusted Current Market Value for such Fund Asset shall be an Excess Concentration Amount; provided that if the Parent subsequently obtains two additional quotes for such Fund Asset from Eligible Dealers the average of which is higher than the Administrative Agent Valuation, then such valuation difference shall no longer be an Excess Concentration Amount; provided further that if the Parent obtains quarterly valuations rather than monthly valuations for any Third Party Asset, then from and after the date on which the most recent quarterly valuation from VRC or any Eligible Third Party Valuation Firm obtained by the Parent for any Fund Asset has been in effect for more than one month, the Administrative Agent may elect by prior written notice to the Manager to deem the difference between the Adjusted Current Market Value and the Current Market Value for such Third Party Asset to be an Excess Concentration Amount.

“Trade Date” means, with respect to any Fund Asset, the date on which the Company enters into a binding commitment or other agreement to acquire any Fund Asset.

“Transaction Data Room” means a password-protected electronic data room established by the Company or the Manager on its behalf, access to which shall be available and provided at all times to the Collateral Agent and Moody’s, on behalf of the Secured Parties, the Lenders and the Administrative Agent (and any third-party service providers to the Administrative Agent).

“Transaction Schedule” has the meaning set forth in the introductory section of this Agreement.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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“UCC” means the Uniform Commercial Code in effect in the State of New York.

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

“Underlying Instruments” means, with respect to any Fund Asset, (a) the indenture, credit agreement, loan agreement, note purchase agreement, note or other agreement or instrument pursuant to which loans or other extensions of credit are or may be made together with all other material contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Fund Asset or other investment with respect to any Collateral or proceeds thereof (including the applicable Escrowed Transfer Documents), and all material exhibits and schedules to any thereof, (b) the certificate of incorporation, certificate of designation, trust agreement, limited liability company agreement, limited partnership agreement or other document that governs the terms of such Fund Asset, and (c) all related Underlying Security Documents (if any), in each case together with any other material ancillary documents executed in connection therewith.

“Underlying Security Document” means, with respect to any applicable Fund Asset, all mortgages, deeds of trust, security agreements and other documents (if any) in which a lien is or is purported to be granted to secure the obligations of the related obligors.

“Unfunded Reserve Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of amounts required to pursuant to Section 4.07 and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Unfunded Reserve Amount” means all amounts on deposit in the Unfunded Reserve Account.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.02(f).

“Valuation Policy” means the Parent’s “Valuation Policy” explained in Note 2 (Summary of Significant Accounting Policies) to the Parent’s Consolidated Financial Statements in its 2019 annual report filed with the SEC on Form N-CSR, as in effect on the Effective Date or as modified from time to time after the Effective Date; provided that, notwithstanding any modification to the Valuation Policy after the Effective Date, all calculations of the Current Market Value, Level A Asset Coverage Test, Level B Asset Coverage Test, Company Asset Coverage Test and the related definitions will be calculated in a substantially similar fashion in accordance with the Valuation Policy of the Parent as in effect as of the Effective Date (or as modified after the Effective Date as approved in writing by the Administrative Agent or to correct inconsistencies, typographical or other errors, defects or ambiguities; provided that such correction does not have an adverse effect on the Administrative Agent or any Lender).

“Withholding Agent” means the Company and the Administrative Agent.

ARTICLE I

THE FUND ASSETS

SECTION 1.01. Purchases of Fund Assets. On and after the Effective Date, the Company may Purchase Fund Assets, or request that Fund Assets be Purchased for the Company’s account, all on and subject to the terms and conditions set forth herein.

SECTION 1.02. [Reserved.]

SECTION 1.03. Conditions to Purchases. The Company shall not Purchase or enter into or make any commitment to Purchase any Fund Asset that would constitute an Ineligible Investment, other than (a) any such Fund Asset acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Fund Asset or any issuer thereof, or (b) any Fund Asset that becomes an Ineligible Investment after the Trade Date but on or prior to the Settlement Date therefor.

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SECTION 1.04. Sales of Fund Assets. The Company may sell, transfer or otherwise dispose of any Fund Asset (including any Ineligible Investment) or other asset without the consent of, or prior notice to, the Administrative Agent; provided that, except with respect to any sale effected as part of a cure plan pursuant to Section 4.03(d) or Section 4.03(e), the prior written consent of the Administrative Agent shall be required for any sale, transfer or other disposition by the Company of any Fund Asset (a) after the occurrence and during the continuance of an Event of Default or (b) if the Company Asset Coverage Test is not satisfied or would fail to be satisfied following such sale, transfer or other disposition.

SECTION 1.05. Additional Equity Contribution. Notwithstanding anything in this Agreement to the contrary, the Parent may, but shall have no obligation to, at any time or from time to time make a capital contribution to the Company for any purpose, including for the purpose of curing any Default or Event of Default, satisfying any Level A Asset Coverage Test, Level B Asset Coverage Test or Company Asset Coverage Test, in connection with enabling the acquisition or sale of any Fund Asset or satisfying any condition under Section 2.03. Each contribution shall either be made (a) in cash, (b) by assignment and contribution of Cash Equivalents and/or (c) by assignment and contribution of any Fund Asset.

SECTION 1.06. Substitution. Notwithstanding any provision to the contrary hereunder, the Company may replace a Fund Asset with another Fund Asset (each such replacement, a “Substitution” and such new Fund Asset, a “Substitute Fund Asset”) so long as all applicable conditions precedent set forth in Section 1.03 have been satisfied with respect to each Substitute Fund Asset to be acquired by the Company in connection with such Substitution; provided that, except with respect to any sale effected as part of a cure plan pursuant to Section 4.03(d) or Section 4.03(e), the prior written consent of the Administrative Agent shall be required for any Substitution (a) after the occurrence and during the continuance of an Event of Default or (b) if the Company Asset Coverage Test is not satisfied or would fail to be satisfied following such Substitution.

SECTION 1.07. Valuation of Non-USD Currency Fund Assets. For purposes of all valuations and calculations hereunder, the principal amount of all Fund Assets and Eligible Investments denominated in a Non-USD Currency and proceeds denominated in a Non-USD Currency shall for the purposes of such determination be converted to U.S. dollars at the Spot Rate in accordance with the definition of such term in consultation with the Administrative Agent on the applicable date of valuation or calculation, as applicable.

SECTION 1.08. Trade Date Basis. For purposes of all calculations hereunder, (x) any Fund Asset for which the Trade Date in respect of a Purchase thereof by the Company has occurred, but the Settlement Date for such sale has not occurred, shall be considered to be owned by the Company from and after such Trade Date unless such Fund Asset is a Delayed Settlement Asset, and (y) any Fund Asset for which the Trade Date in respect of a sale thereof by the Company has occurred, but the Settlement Date for such sale has not occurred, shall no longer be considered to be owned by the Company from and after such Trade Date unless such Fund Asset is a Delayed Settlement Asset.

ARTICLE II

THE ADVANCES

SECTION 2.01. Financing Commitments.

(a) Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to make an Advance (such Advance, the “Initial Term Loan Advance”) to the Company on the Effective Date, in an aggregate amount equal to such Lender’s Initial Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Initial Term Loan Total Commitment. Initial Term Loan Advances once repaid may not be reborrowed.

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(b) Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to make one or more Advances (such Advances, “Delayed Draw Term Loan Advances”) available to the Company after the Effective Date and on or prior to the Delayed Draw Term Loan Termination Date, in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment and, as to all Lenders, in an aggregate principal amount equal to the Delayed Draw Term Loan Total Commitment. Delayed Draw Term Loan Advances once repaid may not be reborrowed.

(c) Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to make Advances (such Advances, “Revolving Advances”) available to the Company, from time to time on any Business Day, in an aggregate amount outstanding at one time up to but not exceeding the amount of such Lender’s Revolving Commitment and, as to all Lenders, in an aggregate principal amount not exceeding the Revolving Total Commitment. The Financing Commitments shall terminate on the Maturity Date. Within such limits and subject to the other terms and conditions of this Agreement, the Company may borrow (and re-borrow) Advances under this Section 2.01(b) and prepay Revolving Advances.

SECTION 2.02. Advances; Use of Proceeds.

(a) Subject to the satisfaction or waiver of the conditions to an Advance set forth in Section 2.04 as of the Advance date, the Lenders will (ratably in accordance with their respective Financing Commitments) make the applicable Advance available to the Company on the related Advance date as provided herein.

(b) Except as expressly provided herein, the failure of any Lender to make any Advance required hereunder shall not relieve any other Lender of its obligations hereunder. If any Lender shall fail to provide any Advance to the Company required hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid.

(c) The Company shall use the proceeds of the Advances received by it hereunder to (i) Purchase certain Fund Assets (including, for the avoidance of doubt, to make advances to the obligor of any Future Funding Asset in accordance with the Underlying Instruments related thereto), (ii) repay certain indebtedness of the Parent Entities, (iii) pay certain fees and expenses related to the transactions contemplated hereby and (iv) make distributions (including Required Fund Distributions) to Parent not prohibited hereunder. The proceeds of the Advances shall not be used for any other purpose. Notwithstanding the foregoing, the proceeds of the Initial Term Loan Advance shall not be used to make a distribution to any other Parent Entity for the purpose of permitting such Parent Entity to make a special distribution to the holders of its Equity Interests or to repurchase Equity Interests of such Parent Entity.

(d) With respect to any Advance, the Manager shall, on behalf of the Company, submit a request substantially in the form of Exhibit A (a “Request for Advance”) to the Lenders and the Administrative Agent, with a copy to the Collateral Agent and the Collateral Administrator, not later than 10:00 a.m. New York City time, the Business Day prior to the Business Day specified as the date on which such Advance shall be made and, upon receipt of such request, the Lenders shall make such Advances in accordance with the terms set forth in Section 3.01. Any requested Advance shall be in an amount such that, immediately after giving effect thereto and the related Purchase (if any) of the applicable Fund Asset by the Company, each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied.

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SECTION 2.03. Conditions to Effective Date. Notwithstanding anything to the contrary herein, this Agreement shall not become effective until the date (the “Effective Date”) on which each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion with notice to Moody’s):

(a) Executed Counterparts. The Administrative Agent and its counsel shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) Credit Documents. The Administrative Agent and its counsel shall have received reasonably satisfactory evidence that the Credit Documents have been executed and are in full force and effect.

(c) Opinions. The Administrative Agent and its counsel shall have received one or more written opinions of counsel for the Company, the Manager, and the Parent, covering such matters relating to the transactions contemplated hereby and by the other Credit Documents as the Administrative Agent shall reasonably request (including, without limitation, no violation of the Investment Company Act) in writing. Each opinion shall be in form and substance satisfactory to the Administrative Agent and its counsel.

(d) Corporate Documents. The Administrative Agent and its counsel shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Company, the Parent and the Manager as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each officer thereof or other Person authorized to act in connection with this Agreement and the other Credit Documents, and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company, the Parent and the Manager and any other legal matters relating to the Company, the Parent, the Manager, this Agreement or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel.

(e) Payment of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent, the Collateral Administrator and Moody’s shall have received all fees and other amounts due and payable by the Company in connection herewith on or prior to the Effective Date, including the fee payable pursuant to Section 4.03(f) and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including legal fees and expenses) required to be reimbursed or paid by the Company hereunder.

(f) PATRIOT Act, Etc. (i) To the extent requested by the Administrative Agent, the Collateral Agent or any Lender, the Administrative Agent, Collateral Agent or such Lender, as the case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and other applicable “know your customer” and anti-money laundering rules and regulations and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification.

(g) Filings. Copies of proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder.

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(h) Certain Acknowledgements. The Administrative Agent shall have received (i) UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches indicating that there are no effective lien notices or comparable documents that name the Company as debtor and that are filed in the jurisdiction in which the Company is organized, (ii) a UCC lien search indicating that there are no effective lien notices or comparable documents that name the Seller as debtor which cover any of the Fund Assets to be owned by the Company on the Effective Date (other than any liens thereon that will be released on the Effective Date) and (iii) such other searches that the Administrative Agent deems necessary or appropriate.

(i) Officer’s Certificates. The Administrative Agent and its counsel shall have received (i) a certificate of an officer of the Company, certifying that the conditions set forth in Sections 2.04(c) and 2.04(d) have been satisfied on and as of the Effective Date and (ii) a certificate of an officer of the Parent, certifying that the conditions set forth in Section 2.04(e) have been satisfied on and as of the Effective Date.

(j) Other Documents. Such other documents as the Administrative Agent may reasonably require.

(k) Rating Letter. The Agents shall have received a letter from Moody’s addressed to the Parent providing that the credit rating for the Parent is not less than “Aa3”.

(l) Fund Assets. On a pro forma basis immediately after giving effect to the transactions to occur on the Effective Date, the Company shall own Fund Assets (excluding any Ineligible Investments) with a Current Market Value of not less than 81.5% of the aggregate Current Market Value of the Fund Assets (excluding any Ineligible Investments) held by the Parent Entities on such date.

(m) Dauphin Funding Merger. The Administrative Agent shall have received the Payoff Letter and the Merger Agreement and shall have received confirmation that the Dauphin Funding Merger shall occur in accordance with the Merger Agreement immediately after giving effect to the proceeds of the initial Advance on the Effective Date.

SECTION 2.04. Conditions to Advances. No Advance shall be made unless each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion) as of the proposed date of such Advance:

(a) the Effective Date shall have occurred;

(b) the Company shall have delivered a Request for Advance in accordance with Section 2.02(d);

(d) all of the representations and warranties contained in Article VI and in any other Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

(e) all of the representations and warranties contained in the Guarantee shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

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(f) immediately after giving pro forma effect to such Advance hereunder:

(1) the aggregate principal balance of Term Loan Advances and Revolving Advances then outstanding will not exceed the respective limits for such Advances set forth in the Transaction Schedule;

(2) the amount of any Delayed Draw Term Loan Advance or Revolving Advance shall be not less than U.S.$5,000,000; provided that the amount of any initial Revolving Advance on the Effective Date shall be not less than U.S.$5,000,000; and

(3) each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied; and

(4) any Fund Asset to be Purchased by the Company with the proceeds of such Advance satisfies the Eligibility Criteria; and

(g) solely with respect to any new Fund Asset to be Purchased by the Company with the proceeds of such Advance (and not, for the avoidance of doubt, any follow-on investment or any Future Funding Asset to be funded with respect to the issuer of any Fund Asset then owned by the Company), the Company or the Manager shall have made the following information with respect to such Fund Asset (collectively, the “Diligence Information”) available to the Collateral Agent, the Administrative Agent, in each case, solely to the extent such Diligence Information is available to the Company (it being acknowledged that the Administrative Agent may share such Diligence Information with third party service providers retained by it from time to time) and the Lenders in the Transaction Data Room or delivered via email in the event the Collateral Agent is unable to access the Transaction Data Room (it being understood that compliance with any applicable confidentiality restrictions will be required before such delivery, and the Manager will use its best efforts to enable the Lenders to deliver applicable confidentiality agreements or otherwise to comply with such restrictions):

(1) with respect to any Fund Asset that is not an Exception Asset, copies of the indenture, credit agreement, loan agreement, note purchase agreement, note or other agreement or instrument pursuant to which loans or other extensions of credit are or may be made with respect to such Fund Asset;

(2) with respect to any Exception Asset, (a) copies of the indenture, credit agreement, loan agreement, note purchase agreement, note or other agreement or instrument pursuant to which loans or other extensions of credit are or may be made with respect to such Exception Asset, (b) copies of other material Underlying Instruments with respect to such Exception Asset to the extent actually in the possession of the Company or the Manager, (c) copies of the most recent related Draft Instruments with respect to such Exception Asset to the extent actually in the possession of the Company or the Manager, and (d) the IC Memorandum relating to such Exception Asset;

(3) with respect to any Exception Asset, solely to the extent in the Manager’s possession and not prohibited by applicable confidentiality provisions (whether by law or contractual), all appraisal or valuation reports conducted by third parties with respect to such Exception Asset; provided that the Manager shall use commercially reasonable efforts to procure a waiver or exemption from such confidentiality provisions in order to deliver such reports hereunder; and

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(4) with respect to Fund Assets originated by the Company that are Exception Assets, all other information customary and typical in performing a detailed credit analysis and as may be reasonably requested by the Administrative Agent, including (without limitation) corporate organization charts of the obligors and information concerning the relationship of such obligor to the Company and the Manager and their respective Affiliates.

If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Manager shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be provided.

SECTION 2.05. Commitment Increase Option. The Company may at any time submit a Commitment Increase Request for an increase in the Term Loan Total Commitment and/or the Revolving Total Commitment up to $200,000,000 (in the aggregate), subject to satisfaction (or waiver by the Administrative Agent in its sole discretion) of the following conditions precedent:

(a) the Administrative Agent (on behalf of the Lenders and in its sole discretion) approves in writing (which may be by email) such Commitment Increase Request;

(b) no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;

(c) all of the representations and warranties contained in Article VI and in any other Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

(d) all of the representations and warranties contained in the Guarantee and in any shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

(e) no commitment reduction shall have occurred pursuant to Section 4.06(a) due to Barclays Bank PLC ceasing to act as Administrative Agent prior to the Commitment Increase Date;

(f) any Commitment Increase Request shall be in an amount not less than $25,000,000;

(g) receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.03(c), (d) and (f)(ii) on the Effective Date;

(h) each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied;

(i) the ratio of the Term Loan Total Commitment to the Revolving Total Commitment shall equal or exceed 4.00:1.00; and

(j) the Revolving Total Commitment shall not exceed $100,000,000.

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ARTICLE III

ADDITIONAL TERMS APPLICABLE TO THE ADVANCES

SECTION 3.01. The Advances.

(a) Making the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.02, then each Lender shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the Collateral Agent for deposit to the Principal Collection Account. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and prepay Advances. The Company may reborrow Revolving Advances in an amount up to the aggregate unused Revolving Commitments of the Lenders on such date, subject to the terms and conditions set forth herein. Except as set forth in the immediately preceding sentence, once prepaid, Advances may not be reborrowed.

(b) Interest on the Advances. Subject to Section 3.01(h), all outstanding Advances shall bear interest (from and including the date on which such Advance is made to and including the date on which such Advance is repaid) at a per annum rate equal to Adjusted Term SOFR for each Calculation Period in effect plus the Applicable Margin for Advances set forth on the Transaction Schedule; provided that (i) if on any date of determination the Level A Asset Coverage Test is not satisfied, the Applicable Margin shall be increased 0.50% per annum (from and including the first date on which such test is failing to and including the applicable date on which such test is satisfied); and (ii) if on any date of determination the Other Indebtedness Ratio is greater than 25.0%, the Applicable Margin shall be increased by 0.25% per annum (from and including the first date on which such ratio exceeds 25.0% to and including the applicable date on which such ratio is less than or equal to 25.0%).

(c) Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a register (the “Register”) in which it shall record (1) the amount of each Advance made hereunder, (2) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (3) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the Register maintained pursuant to this paragraph (c) shall be conclusive absent manifest error and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement; provided that the failure of any Lender or the Administrative Agent to maintain such Register or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement.

Any Lender may request that Advances made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the payee named therein (or, to such payee and its registered assigns).

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(d) Pro Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect of Advances held by them.

(e) Illegality. Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any request or directive (to the extent it has the force of law) of any such Governmental Authority, central bank or comparable agency makes it unlawful or impossible, or any Governmental Authority, central bank or comparable agency asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations hereunder to make, fund or maintain Advances hereunder, then (1) the obligation of such Lender or the Administrative Agent hereunder shall immediately be suspended until such time as such Lender or the Administrative Agent determines (in its sole discretion) that such performance is again lawful, (2) at the request of the Company, such Lender or the Administrative Agent, as applicable, shall use reasonable efforts (which will not require such party to incur a loss), until such time as the Advances are required to be prepaid as required under clause (3) below, to transfer all of its rights and obligations under this Agreement to another of its offices, branches or Affiliates with respect to which such performance would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then any outstanding Advances of such Lender shall be promptly paid in full by the Company (together with all accrued interest and other amounts owing hereunder) but not later than the earlier of (x) if the Company requests such Lender or the Administrative Agent to take the actions set forth in clause (2) above, 20 calendar days after the date on which such Lender or the Administrative Agent notifies the Company in writing that it is unable to transfer its rights and obligations under this Agreement as specified in such clause (2) and (y) such date as shall be mandated by law; provided that to the extent that any such adoption or change makes it unlawful for the Advances to bear interest by reference to the Term SOFR Reference Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after such adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.

(f) Increased Costs.

(1) If any Change in Law shall:

(A) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;

(B) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender; or

(C) subject any Lender or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

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and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest or otherwise), then, upon request by such Lender or the Administrative Agent, the Company will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.

(2) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Advances made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount reasonably deemed by such Lender to be material (which demand shall be accompanied by a statement setting forth the basis for such demand; provided that in no event shall any Lender be required to provide any information or documentation to the extent such Lender reasonably determines providing the same would constitute a breach by such Lender of its confidentiality obligations), then from time to time the Company will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(3) A certificate of a Lender setting forth the amount or amounts necessary to compensate, and the basis for such compensation of, such Lender or its holding company, as the case may be, as specified in paragraph (1) or (2) of this Section 3.01(f) shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(4) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 3.01(f) shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that (i) the Company shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; and (ii) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(5) Each of the Lenders and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 3.01(f); provided that no Lender or the Administrative Agent shall be obligated to take any actions that would, in the reasonable opinion of such Lender or the Administrative Agent, be disadvantageous to such Lender or the Administrative Agent (including, without limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred to in this Section 3.01(f) which relates to any other entities to which any Lender provides financing.

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upon written notice to such Lender and the Administrative Agent, prepay the Advances of such Lender or require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related transaction documents to an assignee identified by the Company that shall assume such obligations (whereupon such Lender shall be obligated to so assign), provided that, (x) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder through the date of such assignment and (y) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any such prepayment or assignment.

(g) No Set-off or counterclaim. Subject to Section 3.02, all payments to be made hereunder by the Company in respect of the Advances shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment (after deduction or withholding for or on account of any Taxes as required by Applicable Law) shall not be less than the amounts otherwise specified to be paid under this Agreement.

(h) Effect of Benchmark Transition Event.

(1) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(2) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(3) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company, the Manager and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.01(h).

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(4) Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (1) outstanding Advances shall bear interest at the Base Rate plus the Applicable Margin per annum during the Benchmark Unavailability Period and (2) any Request for Advance given by the Company with respect to such Loans shall be deemed to be rescinded by the Company or, at the election of the Company, a request that such Advances be made bearing interest based on the Base Rate instead of the Adjusted Term SOFR rate.

SECTION 3.02. Taxes.

(a) Payments Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable Law (including FATCA). If any Applicable Law requires the deduction or withholding of any Tax from any such payment by the Company, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(c) Indemnification by the Company. The Company shall indemnify each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification by the Lenders. Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of 10.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

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(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section 3.02, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Secured Parties. (1) Any Secured Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.02(f)(2) (B)(i), (B)(ii) and (B)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(2) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), a copy of executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, a copy of executed IRS Form W-8BEN, IRS Form W- 8BEN-E or applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, an IRS Form W-8BEN or IRS Form W-8BEN-E or any applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) a copy of executed IRS Form W-8ECI;

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(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” of the Company or the Parent within the meaning of Section 881(c)(3)(B) of the Code, and is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) a copy of executed IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form; or

(iv) to the extent a Foreign Lender is not the beneficial owner, a copy of executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), copies of any other executed form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) each Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

(E) If the Administrative Agent is a U.S Person, it shall deliver to the Company an electronic copy of an IRS Form W-9 upon becoming a party under this Agreement. If the Administrative Agent is not a United States Person, (i) with respect to payments received on behalf of the Lenders, it shall provide the Company with an electronic copy of IRS Form W-8IMY (together with any required accompanying documentation) certifying on Part I and Part IV of such Form W-8IMY that it is a U.S. branch that has agreed to be treated as a U.S. person for U.S. federal withholding Tax purposes with respect to payments to be received by it on behalf of the Lenders or that it is a qualified intermediary and (ii) with respect to payments received for its own account, it shall provide the Company with two duly completed copies of IRS Form W-8ECI.

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(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.02 (including by the payment of additional amounts pursuant to this Section 3.02), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 3.02 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Financing Commitments, and the repayment, satisfaction or discharge of all obligations under any Credit Document.

SECTION 3.03. Mitigation Obligations. If any Lender other than Barclays (i) requests compensation under Section 3.01(e) or (f), or if the Company is required to pay any Indemnified Taxes or additional amounts to any Lender other than Barclays or any Governmental Authority for the account of any Lender other than Barclays pursuant to Section 3.02, (ii) defaults in its obligations to make Advances hereunder or (iii) becomes subject to a Bail-In Action, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in and the consents required by Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01(e) or (f) or Section 3.02) and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, condition or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts), (iii) such assignment will result in a ratable reduction in the claim for compensation or payments under Section 3.01(e) or (f) or Section 3.02, as applicable and (iv) such assignment does not conflict with applicable law. A lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any such assignment.

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ARTICLE IV

COLLECTIONS AND PAYMENTS

SECTION 4.01. Interest Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Documents) with respect to each Fund Asset owned by the Company to remit all amounts that constitute Interest Proceeds to the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable. To the extent Interest Proceeds are received other than by deposit into the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, the Company shall cause all Interest Proceeds on the Fund Assets owned by the Company to be deposited in the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection Account, the GBP Interest Collection Account or the Euro Interest Collection Account, as applicable, all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Manager.

Interest Proceeds shall be retained in the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Manager on its behalf) delivered to the Collateral Agent in dollar-denominated Cash Equivalents selected by the Manager (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent) (“Eligible Investments”). If, prior to the occurrence of an Event of Default, the Company (or the Manager on its behalf) shall not have given any such investment directions, the Collateral Agent shall within five Business Days after transfer of such funds to the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, invest and reinvest the funds held in such Collateral Account, as fully as practicable in the Standby Directed Investment. After the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall not have given any such investment directions such funds shall remain uninvested.

Interest Proceeds on deposit in the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Manager on its behalf (or, following the occurrence and during the continuance of an Event of Default, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions in accordance with this Agreement.

The Manager shall notify the Administrative Agent and the Collateral Agent if the Manager reasonably determines in good faith that any amounts in the Interest Collection Account, the GBP Interest Collection Account, the CAD Interest Collection Account or the Euro Interest Collection Account, as applicable, have been deposited in error or do not otherwise constitute Interest Proceeds (which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default, at the direction of the Administrative Agent) on the next succeeding Business Day and remitted to or at the direction of the Company.

SECTION 4.02. Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Documents) with respect to each Fund Asset owned by the Company to remit all amounts that constitute Principal Proceeds to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, the Company shall cause all Principal Proceeds received on the Fund Assets owned by the Company to be deposited in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Manager.

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All Principal Proceeds shall be retained in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, and be held in cash and/or invested (and reinvested) at the written direction of the Company (or the Manager on its behalf) in Eligible Investments selected by the Manager (unless an Event of Default has occurred and is continuing, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. If, prior to the occurrence of an Event of Default, the Company (or the Manager on its behalf) shall not have given any such investment directions, the Collateral Agent shall within five Business Days after transfer of such funds to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, invest and reinvest the funds held in such Collateral Account, as fully as practicable in the Standby Directed Investment. After the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall not have given any such investment directions such funds shall remain uninvested.

Principal Proceeds on deposit in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Manager on its behalf (or, following the occurrence and during the continuance of an Event of Default, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Fund Assets purchased in accordance with this Agreement or (iii) to make Permitted Distributions in accordance with this Agreement.

The Manager shall notify the Company, Administrative Agent and the Collateral Agent if the Manager reasonably determines in good faith that any amounts in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds (which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default, at the direction of the Administrative Agent) on the next succeeding Business Day and remitted to or at the direction of the Company.

SECTION 4.03. Principal and Interest Payments; Prepayments; Commitment Fee.

(a) The Company shall pay the unpaid principal amount of the Advances (together with accrued and unpaid interest thereon) to the Administrative Agent for the account of each Lender on the Maturity Date in accordance with the Priority of Payments and any and all cash in the Collateral Accounts shall be applied to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional Distribution Date in accordance with the Priority of Payments.

(b) Accrued and unpaid interest on the Advances shall be payable in arrears on each Interest Payment Date, each Additional Distribution Date and on the Maturity Date in accordance with the Priority of Payments; provided that (i) interest payable pursuant to the proviso to Section 3.01(b) shall be calculated from and including the first date on which such interest is required to be applied in accordance with Section 3.01(b) and (ii) in the event of any repayment or prepayment of any Advances, accrued and unpaid interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. “Interest Payment Date” means the 5^th Business Day following the day on which each Calculation Period ends (or if any such date is not a Business Day, the immediately succeeding Business Day).

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(c)(1) Subject to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances in whole or in part subject, solely in the case of prepayments of Term Loan Advances, to the payment of the premium described in clauses (2) and (3) below, as applicable. The Company shall notify the Administrative Agent, the Collateral Agent and the Collateral Administrator in writing (which may be by electronic mail) of an executed notice in the form of Exhibit D hereto (a “Notice of Prepayment or Reduction”) (attached as a .pdf or similar file) of any prepayment pursuant to Section 4.03(c)(1) not later than 5:00 p.m., New York City time, two Business Days (or such shorter period as the Administrative Agent may agree) before the date of prepayment. Each Notice of Prepayment or Reduction shall be irrevocable (unless such notice conditions such prepayment upon consummation of a transaction which is contemplated to result in a prepayment of outstanding Advances, in which event such notice may be revocable or conditioned upon such consummation) and shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of outstanding Advances shall be in an amount not less than U.S.$1,000,000. Any such prepayment shall be accompanied by accrued and unpaid interest.

(2) Any prepayment of the outstanding Term Loan Advances pursuant to Section 4.03(c)(1) that is made during the Non-Call Period, whether in full or in part, shall be accompanied by the Make-Whole Amount with respect to the principal amount of the Term Loan Advances so prepaid.

(3) Each prepayment of the outstanding Term Loan Advances pursuant to Section 4.03(c)(1) that is made during the Premium Call Period, whether in full or in part, shall be accompanied by a premium equal to 2.00% of the principal amount of such prepayment (the “Prepayment Premium”) and, at the written request of any Lender in respect of any prepayment on a date other than an Interest Payment Date, any actual out-of-pocket costs incurred by it in respect of the breakage of its funding at Adjusted Term SOFR for the related Calculation Period.

(4) For the avoidance of doubt, no prepayment of outstanding Revolving Advances or reduction of Revolving Commitments shall be subject to the Make-Whole Amount, the Prepayment Premium or any other premium or penalty.

(d) If at any time the Level B Asset Coverage Test is not satisfied for a period of five consecutive Business Days, the Company shall cure such failure within five Business Days thereafter by (i) prepaying unpaid principal and accrued and unpaid interest on the Advances then outstanding or (ii) selling or otherwise disposing of Fund Assets in accordance with Section 1.04, in each case, in an aggregate amount necessary to cause the Level B Adjusted Asset Coverage to equal or exceed 305%; provided that if any Revolving Advances are then outstanding, such Advances shall be prepaid prior to repaying any Term Loan Advances. Each mandatory prepayment of Advances under this Section 4.03(d) is referred to as a “Level B Asset Coverage Mandatory Prepayment”. For the avoidance of doubt, if the aggregate Level B Asset Coverage Mandatory Prepayments and Company Asset Coverage Mandatory Prepayments on outstanding Term Loan Advances during the Non-Call Period or the Premium Call Period exceeds 5% of the Term Loan Total Commitment measured cumulatively since the Effective Date, a Level B Asset Coverage Mandatory Prepayment (or portion thereof) in excess of such 5% threshold will be subject to the payment of the Make-Whole Amount under Section 4.03(c)(2) and the Prepayment Premium under Section 4.03(c)(3).

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Company Adjusted Asset Coverage to equal or exceed 150%; provided that if any Revolving Advances are then outstanding, such Advances shall be prepaid prior to repaying any Term Loan Advances. Each mandatory prepayment of Advances under this Section 4.03(e) is referred to as a “Company Asset Coverage Mandatory Prepayment”. For the avoidance of doubt, if the aggregate Level B Asset Coverage Mandatory Prepayments and Company Asset Coverage Mandatory Prepayments on outstanding Term Loan Advances during the Non-Call Period or the Premium Call Period exceeds 5% of the Term Loan Total Commitment measured cumulatively since the Effective Date, a Company Asset Coverage Mandatory Prepayment (or portion thereof) in excess of such 5% threshold will be subject to the payment of the Make-Whole Amount under Section 4.03(c)(2) and the Prepayment Premium under Section 4.03(c)(3).

(f) The Company agrees to pay to the Administrative Agent, for the account of each Lender with a Revolving Commitment (other than a Defaulting Lender), a commitment fee (the “Revolving Commitment Fee”) in accordance with the Priority of Payments which shall accrue at 0.55% per annum on the average daily unused amount of the Revolving Commitment of such Lender during the applicable period of calculation. Accrued and unpaid Revolving Commitment Fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Revolving Commitments terminate. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed during the applicable period of calculation (including the first day but excluding the last day).

(g) The Company agrees to pay to the Administrative Agent, for the account of each Lender with a Delayed Draw Term Loan Commitment (other than a Defaulting Lender), a commitment fee (the “Delayed Draw Term Loan Commitment Fee”) in accordance with the Priority of Payments which shall accrue at 0.55% per annum on the average daily unused amount of the Delayed Draw Term Loan Commitment of such Lender during the applicable period of calculation. Accrued and unpaid Delayed Draw Term Loan Commitment Fees shall be payable in arrears on each Interest Payment Date, and on the first Interest Payment Date after the date on which the Delayed Draw Term Loan Commitments terminate. All Delayed Draw Term Loan Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed during the applicable period of calculation (including the first day but excluding the last day).

(h) The Company agrees to pay the Administrative Agent on the date of this Agreement, for the account of each Lender, an upfront fee on the date hereof in an aggregate amount specified in the Effective Date Letter. Once paid, such fees or any part thereof shall not be refundable under any circumstances.

SECTION 4.04. Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable hereunder and (z) each other date designated by the Manager by written notice to the Administrative Agent and the Collateral Agent (each such date set forth in the foregoing clause (y) or clause (z), an “Additional Distribution Date”), the Collateral Agent shall, after receipt of approval from the Manager in accordance with Section 2(b)(vii) of the Collateral Administration Agreement, distribute all amounts in the Collection Accounts in the following order of priority (the “Priority of Payments”):

(a) to make any Required Fund Distribution directed pursuant to this Agreement;

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amount may be applied during any of the three succeeding calendar quarters and (ii) second, any other accrued and unpaid fees (other than the Commitment Fee payable to the Lenders) and out-of-pocket expenses, including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a maximum amount under this clause (ii) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);

(c) pro rata based on amounts due, to pay accrued and unpaid interest due in respect of the Advances, any Commitment Fees and Make-Whole Amounts payable to the Lenders and any increased costs payable to the Lenders pursuant to Section 3.01(e) or (f) or Section 3.02 (pro rata based on amounts due);

(d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premiums) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), pro rata based on amounts due, principal of the Advances until the Advances are paid in full (including any applicable Make-Whole Amounts);

(e) to pay all amounts set forth in clause (b) above not paid due to the limitations set forth therein;

(f) to make any Permitted Distributions directed pursuant to this Agreement; and

(g) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the election of the Manager on behalf of the Company, to deposit any remaining amounts in the Interest Collection Account as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.

SECTION 4.05. Payments Generally.

(a) All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Manager of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Manager. At least two Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.02 hereof, all payments by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars. All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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then, so long as no Event of Default shall have occurred and be continuing, the Company shall exchange (or shall direct the Collateral Agent to exchange) amounts in any Non-USD Currency in any Collateral Account for USD in an amount necessary to cure such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Interest Payment Date or Additional Distribution Date or the Maturity Date, as applicable, and shall be made at the Spot Rate at the time of conversion. If for any reason the Company shall have failed to effect any such currency exchange by the Business Day prior to such date, then the Administrative Agent shall be entitled to (but shall not be obligated to) direct such currency exchange on behalf of the Company.

(c) If an Event of Default has occurred and is continuing, the Administrative Agent may in its sole discretion direct the Collateral Agent to exchange amounts held in any Collateral Account for USD at the Spot Rate for application hereunder.

SECTION 4.06. Termination or Reduction of Revolving Commitments and Delayed Draw Term Loan Commitments.

(a) The Company shall be entitled at its option, upon two (2) Business Days’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Revolving Commitments in whole upon payment in full of all Revolving Advances, all accrued and unpaid interest thereon or (ii) reduce in part the portion of the Revolving Commitments that exceeds the sum of the outstanding Revolving Advances.

(b) The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence and during the continuance of an Event of Default; provided that if any Revolving Advances are then outstanding, such Revolving Advances shall be prepaid prior to repaying any Term Loan Advances and shall not, for the avoidance of doubt, (i) be subject to payment of the Make-Whole Amount, the Prepayment Premium or any other premium or penalty or (ii) reduce the Revolving Total Commitment.

(c) On the Delayed Draw Term Loan Termination Date, (i) any unused Delayed Draw Term Loan Commitments shall automatically terminate, and (ii) the Revolving Total Commitment as in effect on such date shall be permanently reduced by an amount equal to fifty percent (50%) of the amount of any such unused Delayed Draw Term Loan Commitments. By way of illustration of the foregoing, in the event $50,000,000 of unused Delayed Draw Term Loan Commitments are terminated on the Delayed Draw Term Loan Termination Date, then the Revolving Total Commitment will be reduced by $25,000,000.

SECTION 4.07. Unfunded Reserve Account. If at any time the Company acquires any Future Funding Asset, if the Company fails to transfer or assign such Future Funding Asset to another Parent Entity or any other third party within 60 days, the Company shall direct the Collateral Agent to transfer available funds of the Company in amount equal to the unfunded portion of such Future Funding Asset from the Collection Account into the Unfunded Reserve Account. The only permitted withdrawals from the Unfunded Reserve Account shall be (a) to pay or fund any unfunded portion of Future Funding Assets held by the Company, (b) upon the sale, transfer or assignment of any Future Funding Asset, an amount equal to the unfunded portion of such Future Funding Asset to the Collection Account, and (c) in the event such unfunded commitments with respect to such Future Funding Asset are terminated. Funds on deposit in the Unfunded Reserve Account shall remain uninvested.

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ARTICLE V

[RESERVED]

ARTICLE VI

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 6.01. Representations and Warranties. The Company (and, with respect to clauses (a) through (e), (l), (n), (s) through (v) and (z) through (cc), the Manager) represents to the other parties hereto solely with respect to itself that as of the date hereof and each Advance date (or as of such other date on which such representations and warranties are required to be made hereunder):

(a) Due Authorization. It is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Credit Document to which it is a party and to consummate the transactions herein and therein contemplated;

(b) Enforceability. The execution, delivery and performance of this Agreement and each such other Credit Document, and the consummation of the transactions contemplated herein and therein have been duly authorized by it and this Agreement and each other Credit Document to which it is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law);

(c) No Conflicts. The execution, delivery and performance of this Agreement and each other Credit Document to which it is or may become a party and the consummation of the transactions contemplated herein and therein do not conflict with the provisions of its governing instruments and will not violate (i) in the case of the Company, in any material way any provisions of Applicable Law or regulation or any applicable order of any court or regulatory body and will not result in the material breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected and (ii) in the case of the Manager, any provisions of Applicable Law or regulation or applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected, in each case to the extent such violation, breach or default would not reasonably be expected to have a Material Adverse Effect;

(d) Adverse Proceedings. It is not subject to any Adverse Proceeding;

(e) Consents and Authorizations. It has obtained all consents and authorizations (including all required consents and authorizations of any Governmental Authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Credit Document to which it is a party and each such consent and authorization is in full force and effect except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(f) Investment Company Act. It is not required to register as an “investment company” as defined in the Investment Company Act;

(g) Securities Act. It has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended, and it is not a reporting company under the Securities Exchange Act of 1934, as amended;

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(h) Indebtedness. It has no Indebtedness other than (i) Indebtedness incurred under the terms of the Credit Documents, (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to transactions contemplated by this Agreement and the other Credit Documents, (iii) if applicable, the obligation to make future payments under any Future Funding Asset and (iv) Indebtedness in the form of any hedge agreement, swap or other derivative transaction entered into with Barclays Bank PLC, any affiliate thereof or any other counterparty approved by the Administrative Agent in its sole discretion for the purpose of hedging foreign currency exposure with respect to any Fund Asset;

(i) Plan Assets. (x) its assets do not constitute “plan assets” within the meaning of the Plan Asset Rules; and (y) it has not within the last six years sponsored, maintained, contributed to, or been required to contribute to and does not have any liability with respect to any Plan (including on account of an ERISA Affiliate);

(j) Solvency. As of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this Agreement or any other Credit Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its creditors;

(k) No Default. It is not in default under any other contract to which it is a party except where such default would not reasonably be expected to have a Material Adverse Effect;

(l) Compliance with Laws.

(1) The Company has complied in all material respects with all Applicable Laws, judgments, agreements with governmental authorities, decrees and orders with respect to its business and properties and the Portfolio; and

(2) The Manager has complied with all Applicable Laws, judgments, agreements with governmental authorities, decrees and orders with respect to its business and properties and the Portfolio, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(m) Subsidiaries. It does not have any Subsidiaries or own any Investments in any Person other than the Fund Assets or Investments (i) constituting Eligible Investments (as measured at their time of acquisition), (ii) acquired by the Company with the approval of the Administrative Agent or (iii) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Fund Asset or any issuer thereof;

(n) Disclosure. (x) it has disclosed to the Administrative Agent all material agreements, instruments and corporate or other restrictions to which it is subject, and all other matters actually known to it, in each case, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, (y) no information (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) heretofore furnished by or on behalf of the Company in writing to the Administrative Agent or any Lender in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates, modifications and supplements to such information) contains (or, to the extent any such information was furnished by a third party or relates to a third party, to the Company’s knowledge contains), when taken as a whole, as of its delivery date (and as updated or supplemented after such date), any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading and (z) as of the Effective Date the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects;

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(o) Tax Returns. The Company has timely filed all Tax returns required by Applicable Law to have been filed by it; all such Tax returns are true and correct in all material respects; and the Company has paid or withheld (as applicable) all Taxes owing or required to be withheld by it (if any) shown on such Tax returns, except, in each case (x) any such Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP on its books and records or (y) to the extent that the failure to do so would result in a Material Adverse Effect;

(p) Disregarded Entity. Since its formation the Company has been treated as a disregarded entity for U.S. federal income tax purposes;

(q) Ownership. The Company is wholly owned directly by the Parent, which is a U.S. Person;

(r) Conduct of Business. Prior to the Effective Date, the Company has not engaged in any business operations or activities other than as an ownership entity for Fund Assets and similar Loan or debt obligations and activities incidental thereto;

(s) Sanctions. None of it, any of its Affiliates, directors, officers, employees, or agents is a Person that is, or is owned or controlled by any Person that is, (i) the subject or target of Sanctions or engaged in or has been engaged in any transaction, activity or conduct in violation of Sanctions or with or for the benefit of any Sanctioned Person; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. It is in compliance with all applicable Sanctions and also in compliance with all applicable provisions of the PATRIOT Act and any other applicable anti-money laundering laws and anti-terrorism finance laws (collectively, the “Anti-Money Laundering Laws”);

(t) Policies and Procedures. It has implemented and maintains in effect or is otherwise subject to policies and procedures designed to ensure compliance by it, its agents and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and it and its officers, directors, employees, members and, to its knowledge, its Affiliates, brokers, representatives or agents are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions and are not engaged in any activity that could reasonably be expected to result in the Company being designated as a Sanctioned Person. None of (i) it or its directors, officers, employees or managers or (ii) to its knowledge, any Affiliate, broker, representative or agent of it that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No claim, action, suit, notice, written inquiry, investigation or proceeding by or before any court or governmental agency, authority or body, or arbitrator involving it, with respect to any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws, is pending, threatened or contemplated;

(u) Title to Fund Assets. The Credit Documents, together with the applicable Underlying Instruments and agreements involving purchase, sale or participation with respect to Fund Assets, represent all of the material agreements between the Manager and the Parent, on the one hand, and the Company, on the other. The Company has good and marketable title to all Fund Assets owned by it and other Collateral free of any Liens (other than Permitted Liens) and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Company or the Seller as debtor and covering all or any part of the Collateral is on file in any recording office, except with respect to Permitted Liens;

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(v) No Reliance. It is not relying on any advice (whether written or oral) of any Lender, Agent or any of their respective Affiliates in connection with the Credit Documents or the transactions contemplated thereby;

(w) Judgments for Taxes. There are no judgments for Taxes with respect to the Company and no claim is being asserted with respect to the Taxes of the Company, except to the extent that any such claim is being contested in compliance with clause (o) above;

(x) Security Interest. Upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in the Collateral acquired with the proceeds of such Advance, free and clear of any Liens (other than Permitted Liens);

(y) Parent as Investment Company. The Parent is registered as an investment company under the Investment Company Act of 1940, as amended;

(z) Non-Contravention. The business and other activities of the Credit Risk Parties, including the making of the Advances hereunder, the application of the proceeds thereof and repayment thereof by the Company and the consummation of the transactions contemplated by the Credit Documents, do not result in a violation or breach of the provisions of the Investment Company Act, or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable to the Credit Risk Parties, in each case except to the extent any such violation or breach would not reasonably be expected to have a Material Adverse Effect;

(aa) Reserved.

(bb) ERISA. No (i) ERISA Event described in clause (1) of the definition of “ERISA Event has occurred and (ii) ERISA Event described in clause (2) of the definition of “ERISA Event” that would reasonably be expected to have a Material Adverse Effect has occurred; and

(cc) Use of Proceeds. All proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. No part of the proceeds of any Advance will be used by the Company to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock. Neither the making of any Advance nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board. No Advance is secured, directly or indirectly, by Margin Stock, and the Collateral does not include Margin Stock.

SECTION 6.02. Covenants of the Company and the Manager. The Company (and, with respect to clauses (e), (g), (k), (o), (r), (ff), (gg), (hh) and (kk), the Manager):

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own liabilities only out of its own funds; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) [reserved]; (xii) [reserved]; (xiii) except as expressly permitted by this Agreement, not pledge its assets to secure the obligations of any other Person; (xiv) [reserved]; and (xv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and (except as permitted by this Agreement, the Effective Date Letter and the other Credit Documents) pay its operating expenses and liabilities from its own assets;

(b) Conduct of Business. Shall not (i) [reserved]; (ii) fail to be Solvent; (iii) release, sell, transfer, convey or assign any Fund Asset unless in accordance with the Credit Documents; (iv) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of the Company, enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (v) [reserved]; or (vi) acquire any material assets other than Fund Assets;

(d) Indebtedness. Shall not create, incur, assume or suffer to exist any Indebtedness other than (i) Indebtedness incurred under the terms of the Credit Documents, (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Credit Documents, (iii) if applicable, the obligation to make future payments under any Future Funding Asset and (iv) Indebtedness in the form of any hedge agreement, swap or other derivative transaction entered into with Barclays Bank PLC, any affiliate thereof or any other counterparty approved by the Administrative Agent in its sole discretion for the purpose of hedging foreign currency exposure with respect to any Fund Asset;

(e) Sanctions. Shall comply with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions and shall maintain in effect and enforce policies and procedures designed to ensure compliance by the it and its directors, managers, officers, employees, representatives and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions;

(f) Constituent Documents. Shall not amend (1) any of its constituent documents (x) in any manner that the Manager reasonably believes would adversely affect the Lenders in any respect without the prior written consent of the Administrative Agent and (y) in any manner that the Manager reasonably believes would not adversely affect the Lenders in any respect with prior written notice at least 10 Business Days prior to the proposed execution date of such amendment; provided that the written consent of the Administrative Agent shall be required for such amendment if the Administrative Agent has determined in its sole discretion acting in good faith by written notice to the Manager and the Company at least 2 Business Days prior to the proposed execution date for such amendment that such amendment would adversely affect any Lender in any respect or (2) any Credit Document to which it is a party in any manner, in each case, without the prior written consent of the Administrative Agent and notice to Moody’s;

(g) Security Interest. Shall not (A) permit the validity or effectiveness of this Agreement or any grant hereunder to be impaired, or permit the Lien of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Agreement, any other Credit Document or the Advances, except as may be expressly permitted hereby, (B) permit any Lien to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, in each case, other than Permitted Liens or (C) take any action that would cause the Lien of this Agreement not to constitute a valid perfected security interest in the Collateral that is of first priority, free of any Lien, as applicable, except for Permitted Liens;

(h) Reserved.

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(i) Change of Name. Shall not change its name, identity or corporate structure in any manner that would make any financing statement or continuation statement filed by the Company (or by the Collateral Agent on behalf of the Company) in accordance with subsection (a) above materially misleading or change its jurisdiction of organization, unless the Company shall have given the Administrative Agent and the Collateral Agent at least 10 Business Days (or such shorter period as agreed to by the Administrative Agent in its sole discretion acting in good faith) prior written notice thereof, and shall promptly file, or authorize the filing of, appropriate amendments to all previously filed financing statements and continuation statements (and shall provide a copy of such amendments to the Collateral Agent and Administrative Agent together with written confirmation to the effect that all appropriate amendments or other documents in respect of previously filed statements have been filed);

(j) Preservation of Existence. Shall do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as a limited liability company and take all reasonable action to maintain its rights, franchises, licenses and permits material to its business in the jurisdiction of its formation and (ii) qualify and remain qualified as a limited liability company in good standing in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Credit Documents or any of the Collateral, except where failure to qualify would not reasonably be expected to have a Material Adverse Effect;

(k) Compliance with Laws. Shall comply with all Applicable Law (whether statutory, regulatory or otherwise), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;

(l) Merger or Consolidation. Other than pursuant to the Dauphin Funding Merger, shall not merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, in each case, without the prior written consent of the Administrative Agent;

(m) Subsidiaries. Except for Investments permitted by Section 6.02(u)(3) and without the prior written consent of the Administrative Agent, shall not form, or cause to be formed, any Subsidiaries; or make or suffer to exist any Loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except investments in Fund Assets and as otherwise permitted herein and pursuant to the other Credit Documents;

(n) ERISA. (i) shall conduct its affairs so that its underlying assets do not constitute “plan assets” within the meaning of the Plan Asset Rules, and (ii) shall not sponsor, maintain, contribute to or become required to contribute, or have any liability with respect to any Plan (including on account of an ERISA Affiliate);

(o) Defense of Title. Except for the security interest granted hereunder and as otherwise permitted hereunder, shall not pledge, grant, collaterally assign, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein (other than Permitted Liens), and the Company shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties) and the Lenders in and to the Collateral against all claims of third parties claiming through or under the Company (other than Permitted Liens);

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statements of income for such year and the related consolidated statements of changes in net assets and of cash flows for such year; provided, that the financial statements required to be delivered pursuant to this clause (i) which are made available via EDGAR, or any successor system of the SEC, in the Parent’s annual report on Form N-CSR, shall be deemed delivered to the Administrative Agent on the date such documents are made so available, (B) within 60 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year) (or, with respect to any such period for which the Parent is required to file such financing statements with the SEC, such longer period as is permitted by the SEC for the filing of such financial statements for such period with the SEC), an unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter, and the unaudited consolidated statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated statements of changes in net assets and of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant to this clause (ii) which are made available via EDGAR, or any successor system of the SEC, in Parent’s semiannual report on Form N-CSRS, shall be deemed delivered to the Administrative Agent on the date such documents are made so available; and (C) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or the Required Lenders may reasonably request (in each case, to the extent reasonably available to the Company and not subject to applicable obligations of confidentiality);

(2) shall promptly furnish to the Administrative Agent and Moody’s on a monthly basis, but no later than 10th day of each month, a certificate, certified by a senior officer of the Company to be true and correct, setting forth in reasonable detail in form and substance satisfactory to the Administrative Agent, (A) the calculation of the Company Asset Coverage Test, the Level A Asset Coverage Test, the Level B Asset Coverage Test, the Level B Concentration Test and Other Indebtedness, (B) the current Moody’s rating of the Parent and (C) the calculation of the ratio equal to (x) the Current Market Value of all Fund Assets owned by the Company over (y) the aggregate Current Market Value of all Fund Assets held by the Parent Entities as of such date;

(3) shall promptly furnish (or cause the Collateral Administrator to furnish) to the Administrative Agent (and third-party service providers to the Administrative Agent) and each Lender on each Business Day, commencing on the second Business Day following the Effective Date, the Daily Report; and

(4) in the event that, as of the 10th day of any calendar month (as set forth in the certificate pursuant to clause (2) above), the Company shall own Fund Assets with a Current Market Value of less than 60% of the aggregate Current Market Value of the Fund Assets held by the Parent Entities as of such date, then the Manager shall provide to the Administrative Agent a commercially reasonable written explanation, in good faith, setting forth the rationale for holding Fund Assets with a Current Market Value of more than 40% of the aggregate Current Market Value of the Fund Assets with Parent Entities other than the Borrower, which rationale may be (but, for the avoidance of doubt, shall not be required to be) based on any of the following (it being understood that the following explanations shall be deemed commercially reasonable): (A) in order to satisfy required distributions to shareholders, (B) in order to make sufficient distributions to qualify as a regulated investment company within the meaning of Section 851 of the Code, (C) in order to pay down preferred shares, (D) in order to be segregated against derivative exposure or (E) in order to secure Other Indebtedness;

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(q) Payment of Taxes. Shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all Taxes levied or imposed upon the Company or upon the income, profits or property of the Company; provided that the Company shall not be required to pay or discharge or cause to be paid or discharged any such Tax (i) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves in accordance with GAAP have been made or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect;

(r) Books and Records. Shall permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably request, and at the Company’s expense (subject to a cap of $50,000 in any 12-month period for so long as no Event of Default has occurred and is continuing), (1) to inspect and make copies of and abstracts from its records relating to the Fund Assets owned by the Company and (2) to visit its properties in connection with the collection, processing or managing of the Fund Assets owned by the Company for the purpose of examining such records, and to discuss matters relating to the Fund Assets owned by the Company or such Person’s performance under this Agreement and the other Credit Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. The Company agrees to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing. So long as no Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon five Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than one time in any calendar year. Following the occurrence and during the continuance of an Event of Default, there shall be no limit on the timing or number of such inspections and only one Business Day prior notice will be required before any inspection, which shall occur during normal business hours. Notwithstanding anything to the contrary in this clause (r), neither the Company nor the Manager will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (x) constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which access or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law (or any binding confidentiality agreement) or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event the Manager or the Company withholds information from the Administrative Agent or the Lenders in reliance on this sentence, the Company shall provide (to the extent possible without violation of such Applicable Law, any binding confidentiality agreement, attorney-client or attorney work product privilege) notice to the Administrative Agent or such applicable Lender that such information is being withheld and shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the Applicable Law or binding confidentiality agreement or risk waiver of such attorney-client or attorney work product privilege;

(s) Use of Proceeds. Shall not use any part of the proceeds of any Advance, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U and X;

(t) Restricted Payments. Shall not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that the Company may make Permitted Distributions subject to the other requirements of this Agreement;

(u) Ineligible Investments. Shall not make or hold any Investments constituting Ineligible Investments without the prior written consent of the Administrative Agent except as permitted pursuant to Section 1.03; provided that the Company shall use commercially reasonable efforts to sell or transfer any Ineligible Investment as soon as practicable after acquisition thereof by the Company;

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(v) Anti-Corruption Laws. Shall not request any Advance, and the Company shall not directly, or to the knowledge of the Company, indirectly, use, and shall procure that its directors, managers, officers, employees and agents shall not directly or indirectly use, the proceeds of any Advance (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person to comply with Sanctions, or (3) in any manner that would result in the violation of any Sanctions applicable to any party hereto;

(w) Affiliate Transactions. Shall not transfer to any of its Affiliates any Fund Asset purchased from any of its Affiliates (other than sales to Affiliates conducted on terms and conditions not less favorable to the Company than those of an arm’s length transaction and at fair market value);

(x) Information on Exception Assets. Shall post on a password protected website maintained by the Manager to which the Administrative Agent will have access or deliver via email to the Administrative Agent, with respect to each obligor in respect of an Exception Asset, without duplication of any other reporting requirements set forth in this Agreement or any other Credit Document, any management discussion and analysis provided by such obligor and any quarterly and annual financial reporting packages with respect to such obligor and with respect to each Fund Asset owned by the Company for such obligor (including any attached or included information, statements and calculations, including compliance certificates with corresponding calculations), in each case, within ten Business Days of the receipt thereof by the Company or the Manager. The Company shall cause the Manager to provide such other information as the Administrative Agent may reasonably request with respect to any Exception Asset owned by the Company or obligor, to the extent such information is actually available to the Company or the Manager;

(y) Disregarded Entity. Shall not elect to be classified as other than a disregarded entity for U.S. federal income tax purposes, nor shall the Company take any other action or actions that would cause it to be classified, taxed or treated as other than a disregarded entity for U.S. federal income tax purposes;

(z) Ownership. Shall only have owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person and shall not recognize the transfer of any interest in the Company that constitutes equity for U.S. federal income tax purposes to a Person that is not a U.S. Person;

(aa) Further Assurances. Shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be reasonably requested by the Administrative Agent or the Collateral Agent to secure the rights and remedies of the Secured Parties hereunder and to grant more effectively all or any portion of the Collateral, maintain or preserve the security interest (and the priority thereof) of this Agreement or to carry out more effectively the purposes hereof, perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement, preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all Persons and parties (other than holders of Permitted Liens), pay any and all Taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with its activities or give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Agreement or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent (without obligation and without limiting the duties of the Company pursuant to this Section 6.02(aa)) to file a UCC financing statement listing ‘all assets of the debtor’ (or substantially similar language) in the collateral description of such financing statement;

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(bb) Employees. Shall not hire any employees;

(cc) Accounts. Shall not maintain any bank accounts or securities accounts other than the Collateral Accounts;

(dd) Underlying Instruments. Except as otherwise expressly permitted herein (including, without limitation, in connection with any workout, bankruptcy or restructuring consented to by the Manager), shall not cancel or terminate the outstanding principal amount under any of the Underlying Instruments in respect of a Fund Asset to which the Company is party or beneficiary (in any capacity), or consent to or accept any cancellation or termination other than by the terms of such Underlying Instruments of any of such agreements (in each case) without payment in full of such Fund Asset or the applicable portion thereof so cancelled or terminated unless (in each case) the Administrative Agent shall have consented thereto in writing in its sole discretion;

(ee) Capital Expenditures. Shall not make or incur any capital expenditures except as reasonably required to perform its functions in accordance with this Agreement;

(ff) Sanctions. Shall not act on behalf of a Sanctioned Country or a Sanctioned Person. The Company does not own and will not acquire, and the Manager will not cause the Company to own or acquire, any security issued by, or interest in, any country, territory, or entity whose direct ownership would be or is prohibited under Sanctions for a natural person or entity required to comply with Sanctions;

(gg) Notice. Shall give notice to the Administrative Agent in writing no later than three Business Days (or, in the case of an Event of Default, one Business Day) after the occurrence of any of the following:

(1) any Adverse Proceeding;

(2) any Default or Event of Default (provided that the failure to deliver notice of the occurrence of a Default shall not itself result in an Event of Default hereunder if the underlying Default does not mature into an Event of Default);

(3) the Company or the Manager obtaining actual knowledge of any material adverse claim asserted against any of the Fund Assets owned by the Company, the Collateral Accounts or any other Collateral; and

(4) any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result in a change to the list of beneficial owners identified in such certification;

(hh) Rating. Shall use commercially reasonable efforts to cause the Parent to be continuously rated not less than “A3” by Moody’s;

(ii) Monitoring. The Company or the Manager shall promptly notify the Agents in writing if at any time the rating of the Parent has been, or if the Company or the Manager receives written notice from Moody’s that the rating of the Parent will be, downgraded or withdrawn, or the rating outlook on the Parent has been, or the Company or the Manager receives written notice from Moody’s that the rating of the Parent will be, changed negatively;

(jj) Data Room. Shall at all times maintain a Transaction Data Room, and shall cause to be maintained therein electronic copies of all documents and other information required by this Agreement and other Credit Documents to be maintained therein (including information required to be delivered pursuant to Section 6.02(x)); and

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(kk) Non-Contravention. Shall at all times conduct its business and other activities (x) in compliance the Investment Company Act and the rules, regulations or orders issued by the SEC thereunder that apply to the Company and (y) so as not to cause a violation by the Parent or any other Credit Risk Party of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.03. Amendments of Fund Assets, Etc. If the Company or the Manager enters into any formal amendment, supplement, consent, waiver or other modification of any Fund Asset or any related Underlying Instrument or rights thereunder, in each case of this clause (b), deemed to be material by the Manager in good faith (each, an “Amendment”), it will promptly, following receipt thereof, deliver notice thereof or copies of all executed documents, as applicable, to the Administrative Agent. The Company shall exercise all voting and other powers of ownership relating to such Amendment or the exercise of such rights or remedies as the Manager shall deem appropriate under the circumstances; provided that after the occurrence of an Event of Default that has resulted in the acceleration of the Secured Obligations and the exercise of remedies of a secured party under the UCC by the Collateral Agent in accordance with this Agreement, the Administrative Agent shall have the right to direct the Company to exercise all voting and other powers of ownership as the Administrative Agent shall instruct (it being understood that if the terms of the related Underlying Instrument expressly prohibit or restrict any such rights given to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction is not violated).

The Company shall provide a copy to Moody’s of any executed Amendment.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Events of Default.

If any of the following events (“Events of Default”) shall occur:

(a) the Company shall fail to pay any amount owing by it in respect of the Secured Obligations (whether for principal, interest, fees or other amounts) when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise and, solely in the case of amounts other than principal, such failure continues for a period of three Business Days following the earlier of (x) the Company or the Manager having knowledge of such failure and (y) receipt of written notice by the Company or the Manager of such failure;

(b) any representation or warranty made or deemed made by or on behalf of the Company, the Manager or the Parent (collectively, the “Credit Risk Parties”) herein or in any Credit Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (it being understood that the failure of a Fund Asset owned by the Company to satisfy the Eligibility Criteria after the date of its purchase shall not constitute a failure) and, if such failure is capable of being remedied, such failure shall continue for a period of 5 Business Days following the earlier of (i) receipt by a senior officer of such Credit Risk Party of written notice of such inaccuracy from the Administrative Agent and (ii) a senior officer of such Credit Risk Party becoming aware of such inaccuracy;

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(c) any Credit Risk Party shall fail to observe or perform any covenant, condition or agreement contained herein (it being understood that the failure of a Fund Asset owned by the Company to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Credit Document and, in each case, if such failure is capable of being remedied, such failure shall continue for a period of (x) in the case of a failure to observe or perform Sections 6.02(a), (b), (e), (j), (k), (n), (q), (r), (u), (y), (z), (aa), (ff) or (kk), 30 days or (y) otherwise, 5 Business Days, in each case following the earlier of (i) receipt by a senior officer of such Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) a senior officer of such Credit Risk Party becoming aware of such failure;

(d) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Risk Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Risk Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(e) any Credit Risk Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Credit Risk Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(f) any Credit Risk Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(g) the passing of a resolution by the equity holders of the Company in respect of the winding up on a voluntary basis of the Company;

(h) any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for the payment of money in an aggregate amount in excess of U.S. $5,000,000 (after giving effect to insurance, if any, available with respect thereto) shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed for a period of sixty (60) days after the date on which the right to appeal has expired;

(i) an ERISA Event occurs; provided that, in the case of an ERISA Event described in clause (2) of the definition of “ERISA Event”, such ERISA Event would reasonably be expected to have a Material Adverse Effect;

(j) a Change of Control occurs;

(k) the Company or the pool of Collateral shall become required to register as an “investment company” within the meaning of the Investment Company Act;

(l) the Manager (1) resigns as Manager under the Investment Management Agreement, (2) assigns any of its obligations or duties as Manager in contravention of the terms of the Investment Management Agreement or (3) otherwise ceases to act as Manager in accordance with the terms of the Investment Management Agreement and, in each case, an Affiliate of the Manager is not appointed (and has accepted such appointment) with the prior written consent of the Administrative Agent;

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(m) any Credit Risk Party or the Manager is convicted by a court of competent jurisdiction (or enters a plea of no contest) of fraud in the performance of its obligations under this Agreement or any other Credit Document or in the performance of investment advisory services comparable to those contemplated to be provided by the Company or the Manager under this Agreement or any other Credit Document, or any such Person is convicted by a court of competent jurisdiction (or enters a plea of no contest) for a felony criminal offense related to the performance of its obligations under this Agreement or any other Credit Document or in the performance of investment advisory services comparable to those contemplated to be provided by the Company or the Manager under this Agreement or any other Credit Documents, and in each case, if such conviction relates to a natural person, such person’s employment or other affiliation with the Company or the Manager has not been terminated or suspended within 30 days after knowledge thereof by the Company or the Manager;

(n) the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof makes it unlawful for the Company or the Parent to perform any of its obligations hereunder or under any other Credit Document in a manner that would reasonably be expected to have a Material Adverse Effect;

(o) the Level B Asset Coverage Test is not satisfied for a period of more than five Business Days and such failure shall continue without being cured as set forth in Section 4.03(d) for a period of five Business Days following the earlier of (i) receipt by a senior officer of such Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) a senior officer of such Credit Risk Party having knowledge of such failure;

(p) the Company Asset Coverage Test is not satisfied for a period of more than five Business Days and such failure shall continue without being cured as set forth in Section 4.03(e) for a period of five Business Days following the earlier of (i) receipt by a senior officer of such Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) a senior officer of such Credit Risk Party having knowledge of such failure; and

(q) the Parent ceases to be registered as an “investment company” within the meaning of the Investment Company Act;

then, and in every such event (other than an event with respect to the Company described in clause (d) or (e) of this Article), and at any time thereafter in each case during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Financing Commitments, and thereupon the Financing Commitments shall terminate immediately, and (ii) declare all of the Secured Obligations then outstanding to be due and payable in whole (or in part, in which case any Secured Obligations not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Secured Obligations so declared to be due and payable, together with accrued interest thereon and all fees (including any Make-Whole Amounts) and other obligations of the Company accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of any event with respect to the Company described in clause (d) or (e) of this Article, the Financing Commitments shall automatically terminate and all Secured Obligations then outstanding, together with accrued interest thereon and all fees (including any Make-Whole Amounts) and other obligations of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

The Administrative Agent shall promptly notify Moody’s upon obtaining actual knowledge of any Event of Default.

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ARTICLE VIII

COLLATERAL ACCOUNTS; COLLATERAL SECURITY

SECTION 8.01. The Collateral Accounts; Agreement as to Control.

Establishment and Maintenance of Collateral Accounts. The Company hereby directs the Securities Intermediary to establish, and the Securities Intermediary does hereby establish pursuant to the Account Control Agreement, each of the Custodial Account, the Principal Collection Account, the Interest Collection Account, the Euro Principal Collection Account, the Euro Interest Collection Account, the CAD Principal Collection Account, the CAD Interest Collection Account, the GBP Principal Collection Account, the GBP Interest Collection Account and the Unfunded Reserve Account (collectively, the “Collateral Accounts”). The Securities Intermediary agrees to maintain the Collateral Accounts in accordance with the Account Control Agreement as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC), in the name of the Company subject to the lien of the Collateral Agent.

SECTION 8.02. Collateral Security; Pledge; Delivery.

(a) Grant of Security Interest. As collateral security for the prompt payment in full when due of all the Company’s obligations to the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders (collectively, the “Secured Parties”) under this Agreement (collectively, the “Secured Obligations”), the Company hereby pledges to the Collateral Agent and grants a continuing security interest in favor of the Collateral Agent in all of the Company’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other property of any type or nature owned by it (all of the property described in this clause (a) being collectively referred to herein as “Collateral”), including, without limitation: (1) each Fund Asset owned by the Company, (2) all of the Company’s interests in the Collateral Accounts and all investments, obligations and other property from time to time credited thereto, (3) each Credit Document and all rights related to each such agreement, (4) all other property of the Company and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.

(b) Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; and (2) if any of the securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent).

(c) Remedies, Etc. Following the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Administrative Agent) do any of the following:

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time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;

(2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;

(3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;

(4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;

(5) Take control of any proceeds of the Collateral;

(6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or

(7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

Notwithstanding anything to the contrary herein, (x) neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral prior to the commencement of the exercise of remedies of a secured party under the UCC pursuant to clauses (1) or (2) above, and (y) in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Financing Commitments following the occurrence and during the continuation of an Event of Default, the Company, the Parent and/or any of their respective Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Secured Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (who shall provide a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than five (5) Business Days after the date on which the Company receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Financing Commitments, as applicable. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral in cash, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than five (5) Business Days following delivery of the Exercise Notice. The Administrative Agent shall not cause liquidation or disposition of the Fund Asset to occur during the time that the Company and its Affiliates are entitled to provide an Exercise Notice.

After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

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(d) Compliance with Restrictions. The Company and the Manager agree that in any sale of any of the Collateral following the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII, the Collateral Agent or its designee are hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel in writing is necessary in order to avoid any violation of Applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the Company and the Manager further agree that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Company or the Manager for any discount allowed by the reason of the fact that such Collateral is sold in good faith compliance with any such limitation or restriction.

(e) Private Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private sale pursuant to clause (c) above conducted in a commercially reasonable manner. The Company and the Manager hereby waive any claims against each Agent and Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.

(f) Collateral Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion (exercised at the written direction of the Administrative Agent), following the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII, to take any action and to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.

(g) Further Assurances. The Company covenants and agrees that, from time to time upon the request of the Collateral Agent (as directed by the Administrative Agent), the Company will execute and deliver such further documents, and do such other acts and things as the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect the purposes of this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; provided that no such document may alter the rights and protections afforded to the Company or the Manager herein.

(h) Release of Security Interest upon Disposition of Collateral. Upon any sale, transfer or other disposition of any Collateral (or portion thereof) that is permitted hereunder, the security interest granted hereunder in such Fund Asset or other Collateral (or the portion thereof which has been sold or otherwise disposed of) shall, immediately upon the sale or other disposition of such Fund Asset or other Collateral (or such portion) and without any further action on the part of the Collateral Agent or any other Secured Party, be released. Upon any such release, the Collateral Agent will, at the Company’s sole expense and upon receipt of a certification of the Company (or the Manager on its behalf) that all conditions to such sale, transfer or disposition have been complied with, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such release.

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(i) Termination. Upon the payment in full of all Secured Obligations (other than contingent and unasserted indemnification and expense reimbursement obligations) and termination of the Financing Commitments, the security interest granted herein shall automatically (and without further action by any party) terminate and all rights to the Collateral shall revert to the Company. Upon any such termination, the Collateral Agent will, at the Company’s sole expense and without the consent or approval of any other party, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.

(j) Escrowed Transfer Documents and Administrative Agent Cooperation Agreements. For each applicable Exception Asset, reasonably promptly following a request therefor from the Administrative Agent, the Company shall prepare, execute and deliver (and procure execution by the other parties required to execute and deliver the same) to the Collateral Agent, the Escrowed Transfer Documents and, solely to the extent available to the Company or the Manager, copies of an Asset Checklist and Underlying Instruments, if any, for such Exception Asset, to be held by the Collateral Agent pending the assignment of such Exception Asset in connection with the exercise of remedies by the Collateral Agent or the Required Lenders under the Credit Documents. For the avoidance of doubt, in no event shall the Company be required to (x) deliver Escrowed Transfer Documents with respect to any Fund Asset with respect to which no consent from an affiliate of the Company (in each case whether as administrative agent, servicer, registrar or in any other capacity) by its express terms is or could be required for the transfer of all or any portion of an Exception Asset by the Company, or (y) procure execution of any of the foregoing documents by any party that is not an affiliate of the Company.

If the consent or signature of or other action (including, without limitation, registering the assignee in any register of lenders maintained by it) by the Company or any affiliate of the Company (in each case whether as administrative agent, servicer, registrar or in any other capacity) is or could be required for the transfer of all or any portion of an Exception Asset by the Company, the Administrative Agent may require the Company or such Affiliate to provide reasonable assurances to the Administrative Agent (which may be in the form of an Administrative Agent Cooperation Agreement) that the Company or such Affiliate will not, in its capacity as administrative agent, servicer, registrar or in any other such capacity, unreasonably withhold or delay any such consent, signature or other action.

From time to time at the reasonable request of the Required Lenders (made following a Default hereunder), the Company agrees to execute and deliver to the Collateral Agent new or refreshed Escrowed Transfer Documents for all or such portion of the Exception Assets as the Required Lenders may specify in such request (it being understood that no more than one request may be made in any calendar year unless an Event of Default shall have occurred and be continuing at the time of such request).

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once a month. Notwithstanding anything to the contrary herein, the Collateral Agent shall not be required to hold or accept custody of any original Escrowed Transfer Documents or original Underlying Instruments hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Collateral Agent; provided that (1) the Collateral Agent notifies the Administrative Agent prior to refusing to hold such documents and (2) the failure of the Collateral Agent to accept and hold such documents shall not result in a Default or an Event of Default hereunder (provided that copies of such documents shall have been delivered by the Company to or otherwise made available to the Administrative Agent to the extent otherwise required hereunder). For the avoidance of doubt, the Collateral Agent shall not be required to review or provide any certifications in respect of original Escrowed Transfer Documents or original Underlying Instruments delivered and held by it.

In taking and retaining custody of any such original Escrowed Transfer Documents, the Collateral Agent shall be deemed to be acting as the agent of the Secured Parties; provided that (x) in the taking and retaining custody of any such original Escrowed Transfer Documents, the Collateral Agent makes no representations as to the existence, perfection, enforceability or priority of any Lien on such original Escrowed Transfer Documents or as to the adequacy or sufficiency of such original Escrowed Transfer Documents; and (y) in the taking and retaining custody of any such original Escrowed Transfer Documents, the Collateral Agent’s duties shall be limited to those expressly contemplated herein.

After the occurrence and during the continuance of an Event of Default, the Collateral Agent agrees to cooperate with the Administrative Agent and the Required Lenders in order to take any action not otherwise prohibited hereunder that the Administrative Agent deems necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted by the Company under the Credit Documents, or to enable any of them to exercise or enforce any of their respective rights hereunder. If the Collateral Agent receives instructions from the Manager or the Company that conflict with any instructions received by the Required Lenders (or the Administrative Agent on their behalf) after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall rely on and follow the instructions given by the Required Lenders (or the Administrative Agent on their behalf).

Except as otherwise expressly provided above in this clause (j), original Escrowed Transfer Documents and Underlying Instruments shall be released by the Collateral Agent only in connection with sales of Fund Assets pursuant to the Credit Documents or pursuant to the exercise of remedies under the Credit Documents, and in each case only upon delivery to the Collateral Agent of a request for release substantially in the form of Exhibit C from the Administrative Agent and which request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction, the Collateral Agent shall release the original Escrowed Transfer Documents to the Administrative Agent (or as otherwise provided in the related release request) and the Administrative Agent will not be required to return the related original Escrowed Transfer Documents to the Collateral Agent. Written instructions as to the method of shipment and shipper(s) the Collateral Agent is directed to utilize in connection with the transmission of original Escrowed Transfer Documents in the performance of the Collateral Agent’s duties under this clause (j) shall be delivered by the Administrative Agent to the Collateral Agent prior to any shipment of any original Escrowed Transfer Documents hereunder. If the Collateral Agent does not receive such written instruction from the Administrative Agent, the Collateral Agent shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Administrative Agent shall arrange for the provision of such services at the sole cost and expense of the Company and shall maintain such insurance against loss or damage to the original Escrowed Transfer Documents as the Administrative Agent deem appropriate.

The Collateral Agent shall have no obligation to review or verify whether the Company or the Manager on its behalf has obtained and delivered the necessary original Escrowed Transfer Documents or original Underlying Instruments required for purchases of Exception Assets hereunder.

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ARTICLE IX

THE AGENTS

SECTION 9.01. Appointment of Administrative Agent and Collateral Agent. Each of the Lenders hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent (each, an “Agent” and collectively, the “Agents”) as its agent and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained herein to the contrary notwithstanding, each Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the Secured Parties at the direction of the Administrative Agent.

Each financial institution serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender (if applicable) as any other Lender and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.

No Agent or the Collateral Administrator shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except that the foregoing shall not limit any duty of the Administrative Agent expressly set forth in this Agreement to include such rights and powers or that such Agent is required to exercise as directed in writing by (i) in the case of the Collateral Agent, the Administrative Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained by the financial institution serving in the capacity of such Agent (except insofar as provided to it as Agent hereunder) or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator and the Collateral Agent only) or the Required Lenders (or such other number or percentage of Lenders that shall be permitted herein to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be deemed to have knowledge of any Default or Event of Default unless and until a Responsible Officer has received written notice thereof from the Company, a Lender or the Administrative Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement, any other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to such Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection with the performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder. Without limitation to the immediately preceding sentence, none of the Collateral Agent, the Collateral Administrator, the Securities Intermediary nor the Administrative Agent shall be required to take any action under this Agreement or any other Credit Document if taking such action (A) would subject such Person to Tax in any jurisdiction where it is not then subject to Tax, or (B) would require such person to qualify to do business in any jurisdiction where it is not then so qualified.

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Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction, opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it in good faith and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

In the event the Collateral Agent or the Collateral Administrator shall receive conflicting instruction from the Administrative Agent and the Required Lenders, the instruction of the Required Lenders shall govern. Neither the Collateral Administrator nor the Collateral Agent shall have any duties or obligations under or in respect of any other agreement (including any agreement that may be referenced herein) to which it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed to impose a duty to act.

It is expressly acknowledged and agreed that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty to monitor or determine, compliance with the Eligibility Criteria, the Level A Concentration Tests or the Level B Concentration Tests in any instance, to determine any characteristic of any Fund Asset, to determine if the conditions of “Deliver” have been satisfied or otherwise to monitor or determine compliance by any other Person with the requirements of this Agreement.

Each of the Collateral Administrator, the Securities Intermediary and each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. None of the Collateral Administrator, the Securities Intermediary or any Agent shall be responsible for any misconduct or negligence on the part of any sub-agent or attorney appointed by such Person with due care. Each of the Collateral Administrator, the Securities Intermediary and each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and the respective directors, managers, officers, employees, agents and advisors of such Person and its Affiliates (the “Related Parties”) for such Agent. The exculpatory provisions in this Article IX shall apply to any such sub-agent and to the Related Parties of the Collateral Administrator, the Securities Intermediary and each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.

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Intermediary, as applicable, hereunder and under the Account Control Agreement, and the retiring Agent, Collateral Administrator or Securities Intermediary, as applicable, shall be discharged from its duties and obligations hereunder and under the Account Control Agreement. After the retiring Agent’s, Collateral Administrator’s or Securities Intermediary’s resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such retiring Agent, Collateral Administrator or Securities Intermediary, as applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be.

Subject to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Securities Intermediary and the Collateral Agent may be removed at any time with 30 days’ notice by the Company (with the written consent of the Administrative Agent), with notice to the Collateral Administrator, the Collateral Agent, the Securities Intermediary, the Lenders, the Manager and Moody’s (which removal of the Collateral Agent or the Securities Intermediary will also be effective as removal under the Account Control Agreement). Upon any such removal, the Company shall have the right (with the written consent of the Administrative Agent) to appoint a successor to the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary, as applicable. If no successor to any such Person shall have been so appointed by the Company and shall have accepted such appointment within 30 days after such notice of removal, then the Administrative Agent may (with the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed) appoint a successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have been so appointed and shall have accepted such appointment within 60 days after the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary receives notice of removal, the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary, as applicable, may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the removed Collateral Agent, the Collateral Administrator and/or the Securities Intermediary hereunder and under the Account Control Agreement, and the removed Collateral Agent, the Collateral Administrator and/or the Securities Intermediary shall be discharged from its duties and obligations hereunder (and, if applicable, under the Account Control Agreement). After the removed Collateral Agent’s, the Collateral Administrator’s and/or the Securities Intermediary’s removal hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such removed Collateral Agent, Collateral Administrator and/or Securities Intermediary, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be.

Upon the request of the Company or the Administrative Agent or the successor Agent, Collateral Administrator or Securities Intermediary, any such retiring or removed Agent, Collateral Administrator or Securities Intermediary shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor party all the rights, powers and trusts of the retiring or removed Agent, Collateral Administrator or Securities Intermediary, and shall duly assign, transfer and deliver to such successor agent all property and money held by such retiring or removed Agent, Collateral Administrator or Securities Intermediary hereunder (and under the Account Control Agreement, if applicable). Upon request of any such successor, the Company and the Administrative Agent shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor agent all such rights, powers and trusts.

Notwithstanding anything to the contrary contained herein or in any other Credit Document, any organization or entity into which the Collateral Agent, the Securities Intermediary or the Collateral Administrator may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be the successor of the Collateral Agent, the Securities Intermediary or the Collateral Administrator hereunder (and, if applicable, under the Account Control Agreement) without the execution or filing of any paper with any Person or any further act on the part of any Person.

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Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Anything in this Agreement notwithstanding, in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.

Each Agent and the Collateral Administrator shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator, unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator was grossly negligent in ascertaining the pertinent facts.

Each Agent and the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection with this Agreement.

Each Agent and the Collateral Administrator shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder.

In the absence of gross negligence or willful misconduct on the part of the Agents, the Agents may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished to the Agents, reasonably believed by the Agents to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Agreement but, in the case of a request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Agents, the Agents shall be under a duty to examine the same in accordance with the requirements of this Agreement to determine that it conforms to the form required by such provision.

No Agent shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war. In connection with any payment, the Collateral Agent and the Collateral Administrator are entitled to rely conclusively on any instructions provided to them by the Administrative Agent.

Before the Collateral Agent or Collateral Administrator acts or refrains from acting, it may require, and may conclusively rely on, a certificate (which may be constituted by written directions provided in accordance with this Agreement) of an officer of the Company, the Manager or Administrative Agent. The Collateral Agent or Collateral Administrator shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate.

The Collateral Agent or Collateral Administrator may, from time to time, request that the parties hereto deliver a certificate (upon which the Collateral Agent or Collateral Administrator may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any related document together with a specimen signature of such authorized officers and the Collateral Agent or Collateral Administrator shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.

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In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Bank Law”), the entity serving as Collateral Agent, Securities Intermediary or Collateral Administrator is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with such entity. Accordingly, each of the parties agrees to provide to the Collateral Agent, the Securities Intermediary or the Collateral Administrator upon its reasonable request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent, the Securities Intermediary or the Collateral Administrator to comply with Applicable Bank Law.

For the avoidance of doubt, neither the Collateral Agent, Collateral Administrator or Securities Intermediary shall have any obligation to ensure, monitor or enforce compliance with the EU Risk Retention Requirements.

The rights, protections and immunities given to the Collateral Agent in this Section 9.01 and Section 9.02 shall likewise be available and applicable in all respects to the Securities Intermediary and the Collateral Administrator regardless of whether such Person is expressly mentioned in such provision.

SECTION 9.02. Additional Provisions Relating to the Collateral Agent, the Securities Intermediary and the Collateral Administrator.

(a) Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative Agent) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental thereto; provided that in each case the Collateral Agent shall have no obligation to take any such action in the absence of such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary to Applicable Law or this Agreement or (2) is reasonably likely to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Lenders, as the case may be, make provision reasonably satisfactory to the Collateral Agent for payment of same (which provision may be payment of such cost or expense by the Company in accordance with the Priority of Payments if such arrangement is reasonably satisfactory to the Collateral Agent). With respect to other actions which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the written direction of the Administrative Agent.

If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent shall request written instructions from the Administrative Agent as to the course of action desired by it and shall not be liable for any action taken or omitted to be taken prior to receipt of such instruction. If the Collateral Agent does not receive such instructions within five Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder and shall be deemed to have acted in good faith if it acts in accordance with such advice.

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(b) Custody and Preservation. The Collateral Agent is required to hold in custody and preserve any of the Collateral in its possession pursuant to the terms of this Agreement and the standard of care set forth herein, provided that the Collateral Agent shall be deemed to have complied with the terms of this Agreement with respect to the custody and preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests (or, following the occurrence and during the continuance of an Event of Default, as the Administrative Agent reasonably requests), but failure of the Collateral Agent to comply with any such request at any time shall not in itself be deemed a failure to comply with the terms of this Agreement. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any liens thereon.

(c) Agent Not Liable. Except to the extent arising from the gross negligence, fraud, bad faith or willful misconduct of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming liability for the obligations of the other parties hereto or any parties to the Fund Assets or other Collateral.

(d) Certain Rights and Obligations of the Collateral Agent. Without further consent or authorization from any Lenders, the Collateral Agent shall be deemed to have released, and shall execute any documents or instruments necessary to release any lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or as otherwise permitted or required hereunder or to which the Required Lenders have otherwise consented. Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, any Agent or Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Lenders (but not any Lender in its individual capacity unless the Required Lenders shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the purchaser at such sale.

(e) Collateral Agent, Securities Intermediary and Collateral Administrator Fees and Expenses. The Company agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator such fees as the Administrative Agent, the Collateral Agent, the Securities Intermediary, the Collateral Administrator and the Manager may agree in writing, subject to the Priority of Payments. The Company further agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator, or reimburse the Collateral Agent, the Securities Intermediary and the Collateral Administrator for paying, reasonable and documented out-of-pocket expenses, including attorney’s fees, in connection with this Agreement and the transactions contemplated hereby, subject to the Priority of Payments.

(f) Execution by the Collateral Agent, the Securities Intermediary and the Collateral Administrator. The Collateral Agent, the Securities Intermediary and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent, Securities Intermediary and Collateral Administrator, respectively, hereunder and in no event shall have any obligation to make any Advance, provide any Advance or perform any obligation of the Administrative Agent hereunder.

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(g) Reports by the Collateral Administrator. The Company hereby appoints Wells Fargo Bank, National Association as Collateral Administrator and directs the Collateral Administrator to prepare the Daily Report substantially in the form reasonably agreed by the Company, the Collateral Administrator and the Administrative Agent. The Company and the Manager shall cooperate with the Collateral Administrator in connection with the matters described herein, including calculations relating to the Daily Report contemplated herein or as otherwise reasonably requested hereunder. Without limiting the generality of the foregoing, the Manager shall supply in a timely fashion any determinations, designations, classifications or selections made by it relating to a Fund Asset, including in connection with the acquisition or disposition thereof, and any information maintained by it that the Collateral Administrator may from time to time reasonably request with respect to the Fund Asset and reasonably need to complete the Daily Report required to be prepared by the Collateral Administrator hereunder or reasonably required to permit the Collateral Administrator to perform its obligations hereunder. For the avoidance of doubt, any determination, designation, classification, calculation, confirmation or other information with respect to any Parent Entity other than the Company shall be provided to the Collateral Administrator by the Manager and the Collateral Administrator shall have no duty or liability (including, but not limited to, recalculation or verification) with respect to such determination, designation, classification, calculation, confirmation or other information other than to include such in the Daily Report. The Collateral Administrator shall endeavor to deliver a draft of each such report to the Manager and the Manager shall review, verify and approve the contents of the aforesaid report, and upon verification the Collateral Administrator shall make such Daily Report available to the Administrative Agent, the Lenders and Moody’s. To the extent any of the information in such report conflicts with data or calculations in the records of the Manager, the Manager shall notify the Collateral Administrator of such discrepancy and use reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. Upon reasonable request by the Collateral Administrator, the Manager further agrees to provide to the Collateral Administrator from time to time during the term of this Agreement, on a timely basis, any information relating to the Fund Assets and any proposed purchases, sales or other dispositions thereof as to enable the Collateral Administrator to perform its duties hereunder.

(h) Information Provided to Collateral Agent and Collateral Administrator. Without limiting the generality of any terms of this Section, neither the Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability or unwillingness on the part of the Manager, the Administrative Agent, the Company or the Required Lenders to provide accurate and complete information on a timely basis to the Collateral Agent or the Collateral Administrator, as applicable, or otherwise on the part of any such party to comply with the terms of this Agreement, and, absent gross negligence or willful misconduct of the Collateral Agent or the Collateral Administrator, as applicable, shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent’s or Collateral Administrator’s, as applicable, part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(i) Direction from Administrative Agent. Concurrently herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Account Control Agreement and the Guarantee, dated as of the Effective Date. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Account Control Agreement or the Guarantee, dated as of the Effective Date in such capacity.

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ARTICLE X

MISCELLANEOUS

SECTION 10.01. Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Managerand the other parties hereto (other than the Administrative Agent) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto.

Notwithstanding any other provision of this Agreement or any other Credit Document, no recourse under any obligation, covenant or agreement of the Company or the Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Manager under the Credit Documents) the Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Manager contained in this Agreement or any other Credit Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

SECTION 10.02. Notices. All notices and other communications in respect hereof (including, without limitation, any modifications hereof, or requests, waivers or consents hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other electronic messaging system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified on the Transaction Schedule (or, as to any such party, at such other address as shall be designated by such party in a notice to each other party hereto). All such notices and other communications shall be deemed to have been duly given when (a) transmitted by facsimile, (b) personally delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications transmitted by electronic mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.

SECTION 10.03. No Waiver. No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff.

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(whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Company shall not be required to pay any fees, charges and disbursements of outside counsel for the Administrative Agent incurred prior to the Effective Date in connection with the preparation of this Agreement in excess of $300,000; and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel, respectively, for each Agent, the Lenders (taken as a whole), the Collateral Administrator, the Securities Intermediary and such other local counsel as required for each of them), in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, or in connection with the Advances provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances.

(b) The Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and their Related Parties (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, costs and related expenses of any kind (but limited, in the case of legal fees, charges and disbursements, to one firm of outside counsel and experts, respectively, for each Agent, the Lenders (taken as a whole), the Collateral Administrator and the Securities Intermediary (in each case together with their respective Related Parties), and such other local counsel as required for each of them), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation or warranty made by the Company or the Manager hereunder or thereunder (for the avoidance of doubt, after giving effect to any limitation included in any such representation or warranty relating to materiality or causing a Material Adverse Effect)) or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated hereby or thereby, (2) any Advance or the use of the proceeds therefrom, (3) the grant to the Collateral Agent and the Lenders of any Lien on the Collateral, (4) the exercise by the Administrative Agent, the Collateral Agent or the Lenders of their rights and remedies (including, without limitation, foreclosure) under any agreements creating such Liens referred to in clause (3), (5) any enforcement by an Indemnitee of this Agreement or any other Credit Document, including the indemnity obligations herein or therein or (6) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or is pursuing or defending any such action; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) To the extent permitted by Applicable Law, no party hereto shall assert, and each hereby waives, any claim against any other party hereto or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement, instrument or transaction contemplated hereby or thereby, any Advance or the use of the proceeds thereof; provided that if the Collateral Agent, the Collateral Administrator or the Securities Intermediary is assessed special, indirect, consequential or punitive damages by a court of competent jurisdiction in connection with a third party claim for which the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable, is entitled to indemnity pursuant to clause (b) above, such special, indirect, consequential or punitive damages so assessed shall constitute actual damages for purposes of this clause (c).

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(d) If an Event of Default shall have occurred and the Advances then outstanding shall have been declared due and payable in accordance with Article VII, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company against any of and all the obligations of the Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this clause (d) are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

(e) This Section 10.04 shall survive the termination of this Agreement for any reason and, if applicable, the earlier resignation or removal of any Indemnitee.

SECTION 10.05. Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation, a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Administrative Agent, the Required Lenders, the Company and the Manager; provided that (a) the Administrative Agent may waive any of the Level A Concentration Tests or the Level B Concentration Tests in its sole discretion; (b) the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 3 in its sole discretion; (c) none of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be bound by any amendment to which it is not a party, that materially adversely affects its rights, duties, protections or immunities; and (d) any Material Amendment shall require the prior written consent of each Lender affected thereby. The Company shall deliver a copy of any amendment, modification or waiver of this Agreement effected in accordance with this Section 10.05 to Moody’s.

SECTION 10.06. Successors; Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Manager, the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (except with respect to any delegation set forth in the Investment Management Agreement) the Manager may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent. Except as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Subject to the conditions set forth below, any Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and, unless an Event of Default has occurred and is continuing, the Company; provided that no consent of the Administrative Agent or the Company shall be required for an assignment of any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) immediately prior to giving effect to such assignment.

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Assignments shall be subject to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; and (B) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent.

Subject to acceptance and recording thereof below, from and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption, be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto as a Lender but shall continue to be entitled to the benefits of Sections 5.03 and 10.04).

The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered to it and the Register. The entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Lender and the Manager, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained therein in the Register.

(c) Any Lender may sell participations to one or more Eligible Assignees (a “Lender Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances owing to it); provided that (1) such Lender’s obligations under this Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (3) the Company, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Lender Participant, agree to any Material Amendment that affects such Lender Participant.

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participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Lender Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.02, with respect to any participation, than the Lender that sells the participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Lender Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions set forth in Section 3.01(f) with respect to any Lender Participant.

SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc.

(a) Governing Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby will be governed by and construed in accordance with the law of the State of New York.

(b) Submission to Jurisdiction. Any suit, action or proceedings relating to this Agreement (collectively, “Proceedings”), shall be tried and litigated in the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City. With respect to any Proceedings, each party hereto irrevocably (i) submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings to enforce any judgment against any such party arising out of or relating to this Agreement in the courts of any place where such party or any of its assets may be found or located, nor will the bringing of such Proceedings in any one or more jurisdictions preclude the bringing of such Proceedings in any other jurisdiction.

(c) Waiver of Jury Trial. EACH OF THE PARTIES HERETO AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 10.08. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all fees, charges and other amounts which are treated as interest on such Advance under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in respect of such Advance hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Advance but were not payable as a result of the operation of this Section 10.08 shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.09. PATRIOT Act. Each Lender and Agent that is subject to the requirements of the PATRIOT Act hereby notifies the Company that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Lender or Agent to identify the Company in accordance with the PATRIOT Act.

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SECTION 10.10. Counterparts. This Agreement may be executed in any number of counterparts by facsimile, electronic or other written form of communication (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under E-SIGN or ESRA, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform), each of which shall be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

This Agreement 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 Agreement 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.

SECTION 10.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12. Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(1) a reduction in full or in part or cancellation of any such liability;

(2) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or

(3) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

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As used herein:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 10.13. Confidentiality.

Each party hereto agrees to maintain the confidentiality of the Information (excluding Information described in clause (ii) of the definition thereof in the case of the Company, the Manager and their Affiliates) until the date that is two years after receipt of such Information, except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ directors, officers, employees, examiners, partners, managers, members and agents, including accountants, legal counsel and other third-party advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any bank examiner or regulatory authority (including any self-regulatory authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Credit Document, or any suit, action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.13, to (x) any assignee of or Lender Participant in, or any prospective assignee of or Lender Participant in, any of its rights or obligations under this Agreement (in each case, pursuant to an assumption or participation agreement meeting the requirements of Section 10.06), or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (vii) with the consent of the Company (or the Administrative Agent, in the case of a disclosure by the Company, the Manager or any of their respective Affiliates), (viii) to any nationally recognized rating agency that requires access to such Lender’s investment portfolio, (ix) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.13 by the delivering party or its Affiliates or (y) becomes available to any Agent, the Collateral Administrator, the Securities Intermediary or any Lender on a nonconfidential basis from a source other than the Company or (x) to the extent permitted or required under this Agreement or the Account Control Agreement. For the purposes of this Section 10.13, any

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Person required to maintain the confidentiality of Information as provided in this Section 10.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The provisions of this Section 10.13 shall supersede any prior confidentiality agreement among any of the parties hereto or their respective Affiliates relating to this Agreement and the transactions contemplated hereby.

SECTION 10.14. EU Risk Retention. If at any time after the Effective Date, any Lender has any Financing Commitment hereunder or any Secured Obligations remain unpaid, and at such time the Parent is rated “Baa1” or less by Moody’s, then the Company, the Manager and the Administrative Agent shall cooperate in good faith and in a commercially reasonable manner to enter into (x) any amendments to this Agreement and (y) any necessary additional agreements in order to facilitate compliance with the EU Risk Retention Requirements.

[remainder of page intentionally blank]

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Exhibit (k)(4)

Execution Version

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of September 20, 2024 among Blair Funding LLC, a Delaware limited liability company, as borrower (the “Company”); the Lenders party hereto; FS Credit Opportunities Corp., a Maryland corporation, as manager (the “Manager”); Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); and Wells Fargo Bank, National Association, as Collateral Agent, as Collateral Administrator and as Securities Intermediary. Capitalized terms used in this Amendment that are not otherwise defined herein have the meanings assigned thereto in the Credit and Security Agreement (as defined below).

RECITALS

WHEREAS, the Company has requested that the parties enter into this Amendment to effect the amendments to the Credit Agreement set forth herein; and

WHEREAS, the Lenders signatory hereto constitute the Required Lenders under the Credit Agreement.

Section 1. Amendments to Credit Agreement. Pursuant to Section 10.05 of the Credit Agreement and subject to the satisfaction of the conditions precedent specified in Section 2 below, the Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document annexed hereto as Exhibit A attached to this Amendment. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

Section 2. Conditions Precedent. This Amendment shall become effective, as of the date hereof, upon (i) the receipt by the Administrative Agent of counterparts of this Amendment executed by the parties hereto, (ii) the receipt by the Administrative Agent of a written opinion from the counsel of the Company covering such matters relating to the execution of this Amendment in form and substance satisfactory to the Administrative Agent and (iii) the receipt by the Administrative Agent of all fees owed by the Company under and in accordance with the terms of the Second Amendment Effective Date Letter.

constitute “Secured Obligations” (as defined in the Credit Documents) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of the Credit Documents. Each party, by its execution of this Amendment, hereby confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Credit Documents.

Section 7. Concerning the Collateral Agent, the Collateral Administrator and the Securities Intermediary. Each of the Company, the Administrative Agent, the Lender and the Manager hereby directs the Collateral Agent, the Collateral Administrator and the Securities Intermediary to execute this Amendment and acknowledges and agrees that each of the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be fully protected in relying upon the foregoing direction and hereby releases each of the Collateral Agent, the Collateral Administrator and the Securities Intermediary from any liability for complying with such direction.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


Blair Funding LLC,
as Company

By:		/s/ Edward T. Gallivan, Jr.
Name:		Edward T. Gallivan, Jr.
Title:		Chief Financial Officer

Barclays-FSGCO Facility - Signature page to Amendment No. 2 to the Credit Agreement


Barclays Bank PLC,
as Administrative Agent

By:		/s/ Jayant Kumar
Name:		Jayant Kumar
Title:		Managing Director

Barclays-FSGCO Facility - Signature page to Amendment No. 2 to the Credit Agreement


FS Credit Opportunities Corp.,
as Manager

By:		/s/ Edward T. Gallivan, Jr.
Name:		Edward T. Gallivan, Jr.
Title:		Chief Financial Officer

Barclays-FSGCO Facility - Signature page to Amendment No. 2 to the Credit Agreement


Barclays Bank PLC,
as Lender

By:		/s/ Jayant Kumar
Name:		Jayant Kumar
Title:		Managing Director

Barclays-FSGCO Facility - Signature page to Amendment No. 2 to the Credit Agreement


Wells Fargo Bank, National Association,
as Collateral Agent, Collateral Administrator and Securities Intermediary

By: Computershare Trust Company, N.A., as its attorney-in-fact

By:		/s/ Thomas J. Gateau
Name:		Thomas J. Gateau
Title:		Vice President

Barclays-FSGCO Facility - Signature page to Amendment No. 2 to the Credit Agreement

Exhibit A

Conformed Credit Agreement

[attached]

CREDIT AND SECURITY AGREEMENT

dated as of

December 16, 2020

among

BLAIR FUNDING LLC

The Lenders Party Hereto

The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto

and

BARCLAYS BANK PLC,

as Administrative Agent

Table of Contents


		Page
ARTICLE I THE FUND ASSETS
ARTICLE I THE FUND ASSETS

SECTION 1.01.	Purchases of Fund Assets		28
SECTION 1.02.	[Reserved.]		28
SECTION 1.03.	Conditions to Purchases		28
SECTION 1.04.	Sales of Fund Assets		28
SECTION 1.05.	Additional Equity Contribution		28
SECTION 1.06.	Substitution		28
SECTION 1.07.	Valuation of Non-USD Currency Fund Assets		29
SECTION 1.08.	Trade Date Basis		29

ARTICLE II THE ADVANCES
ARTICLE II THE ADVANCES

SECTION 2.01.	Financing Commitments		29
SECTION 2.02.	Advances; Use of Proceeds		29
SECTION 2.03.	Conditions to Effective Date		30
SECTION 2.04.	Conditions to Advances		32
SECTION 2.05.	Commitment Increase Option		33

ARTICLE III ADDITIONAL TERMS APPLICABLE TO THE ADVANCES
ARTICLE III ADDITIONAL TERMS APPLICABLE TO THE ADVANCES

SECTION 3.01.	The Advances		34
SECTION 3.02.	Taxes		38
SECTION 3.03.	Mitigation Obligations		42

ARTICLE IV COLLECTIONS AND PAYMENTS
ARTICLE IV COLLECTIONS AND PAYMENTS

SECTION 4.01.	Interest Proceeds		42
SECTION 4.02.	Principal Proceeds		43
SECTION 4.03.	Principal and Interest Payments; Prepayments; Commitment Fee		44
SECTION 4.04.	Priority of Payments		46
SECTION 4.05.	Payments Generally		47
SECTION 4.06.	Termination or Reduction of Revolving Commitments		47
SECTION 4.07.	Unfunded Reserve Account		48

ARTICLE V [RESERVED]
ARTICLE V [RESERVED]

ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS
ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 6.01.	Representations and Warranties		48
SECTION 6.02.	Covenants of the Company and the Manager		52
SECTION 6.03.	Amendments of Fund Assets, Etc.		58

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ARTICLE VII EVENTS OF DEFAULT
ARTICLE VII EVENTS OF DEFAULT

SECTION 7.01.	Events of Default	59

ARTICLE VIII COLLATERAL ACCOUNTS; COLLATERAL SECURITY
ARTICLE VIII COLLATERAL ACCOUNTS; COLLATERAL SECURITY

SECTION 8.01.	The Collateral Accounts; Agreement as to Control	61
SECTION 8.02.	Collateral Security; Pledge; Delivery	61

ARTICLE IX THE AGENTS
ARTICLE IX THE AGENTS

SECTION 9.01.	Appointment of Administrative Agent and Collateral Agent	66
SECTION 9.02.	Additional Provisions Relating to the Collateral Agent, the Securities Intermediary and the Collateral Administrator	71

ARTICLE X MISCELLANEOUS
ARTICLE X MISCELLANEOUS

SECTION 10.01.	Non-Petition; Limited Recourse	73
SECTION 10.02.	Notices	74
SECTION 10.03.	No Waiver	74
SECTION 10.04.	Expenses; Indemnity; Damage Waiver; Right of Setoff	74
SECTION 10.05.	Amendments	75
SECTION 10.06.	Successors; Assignments	76
SECTION 10.07.	Governing Law; Submission to Jurisdiction; Etc.	77
SECTION 10.08.	Interest Rate Limitation	78
SECTION 10.09.	PATRIOT Act	78
SECTION 10.10.	Counterparts	78
SECTION 10.11.	Headings	79
SECTION 10.12.	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	79
SECTION 10.13.	Confidentiality	80
SECTION 10.14.	EU Risk Retention	80

Schedules


Schedule 1		Transaction Schedule
Schedule 2		[Reserved]
Schedule 3		Eligibility Criteria
Schedule 4		Level A Concentration Tests
Schedule 5		Level B Concentration Tests
Schedule 6		[Reserved]
Schedule 7		Moody’s Industry Classifications

Exhibits


Exhibit A		Form of Request for Advance
Exhibit B		Form of Administrative Agent Cooperation Agreement
Exhibit C		Form of Request for Release
Exhibit D		Form of Notice of Prepayment or Reduction
Exhibit E		Form of Power of Attorney
Exhibit F		Form of Daily Report

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Accordingly, the parties hereto agree as follows:

Certain Defined Terms

“Additional Distribution Date” has the meaning set forth in Section 4.04.

“Adjusted Current Market Value” means, with respect to any Fund Asset, the Current Market Value of such Fund Asset, as determined by reference to an Administrative Agent Valuation.

“Administrative Agent” has the meaning set forth in the introductory section of this Agreement.

“Administrative Agent Valuation” has the meaning set forth in the definition of “Third Party Asset.”

“Advances” has the meaning set forth in the introductory section of this Agreement.

“Agent” has the meaning set forth in Section 9.01.

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Amendment” has the meaning set forth in Section 6.03.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” has the meaning set forth in Section 6.01.

“Applicable Margin” has the meaning set forth in the Transaction Schedule.

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“Barclays” has the meaning set forth in the introductory section of this Agreement.

(a)

the sum of: (i) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or

(b)

provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

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“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

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

“Business Day” means any day on which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral Agent is located.

“Canadian Dollar”, “CAD” and “CAD$” mean the lawful currency of Canada.

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“Charges” has the meaning set forth in Section 10.08.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning set forth in Section 8.02(a).

“Collateral Accounts” has the meaning set forth in Section 8.01.

“Collateral Administration Agreement” the Collateral Administration Agreement, dated as of December 16, 2020, among the Company, the Manager and the Collateral Administrator.

“Collateral Administrator” has the meaning set forth in the introductory section of this Agreement.

“Collateral Agent” has the meaning set forth in the introductory section of this Agreement.

“Collection Account” means the Interest Collection Account and the Principal Collection Account, collectively.

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“Commitment Fee” means, collectively, the Revolving Commitment Fee and the Delayed Draw Term Loan Commitment Fee.

“Company” has the meaning set forth in the introductory section of this Agreement.

“Company Asset Coverage Mandatory Prepayment” has the meaning set forth in Section 4.03(e).

“Company Asset Coverage Test” means a test that will be satisfied on any date of determination if the Company Adjusted Asset Coverage is at least equal to 150%.

“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.

“Credit Documents” means this Agreement, the Investment Management Agreement, the Account Control Agreement, the Effective Date Letter, the Second Amendment Effective Date Letter, the Guarantee, the Collateral Administration Agreement, any Administrative Agent Cooperation Agreement, the Power of Attorney and such other agreements and documents, and any amendments or supplements thereto or modifications thereof, executed or delivered by the Company, the Parent or the Manager to the Administrative Agent, the Collateral Agent or any Lender pursuant to the terms of this Agreement or any of the other Credit Documents and any additional documents delivered by the Company, the Parent or the Manager to the Administrative Agent, the Collateral Agent or any Lender in connection with any such amendment, supplement or modification.

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“Credit Risk Party” has the meaning set forth in Article VII.

Notwithstanding anything to the contrary herein, the Current Market Value of any Ineligible Investment shall be deemed to be zero.

“Dauphin Funding Merger” means the merger with Dauphin Funding LLC on the Closing Date pursuant to the Merger Agreement with the Company as the surviving entity of such merger.

“Default” means any event that, with notice or lapse of time or both, would constitute an Event of Default.

“Delayed Draw Term Loan Advance” has the meaning set forth in Section 2.01.

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“Delayed Draw Term Loan Commitment Fee” has the meaning set forth in Section 4.03(g).

“Delayed Draw Term Loan Maximum Facility Amount” means, on the Effective Date, U.S.$0.

“Delayed Draw Term Loan Termination Date” means April 30, 2021.

“Deliver” (and its correlative forms) means the taking of the following steps by the Company (or the Manager on its behalf):

(d) in all cases, including general intangibles, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary of State; and

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“Diligence Information” has the meaning set forth in Section 2.04.

“Dollars”, “USD” and the sign “$” mean the lawful money of the United States of America.

“EBITDA” means, with respect to any Fund Asset, for any trailing twelve month period, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable term provided for in the Underlying Instrument for such Fund Asset (together will all add-backs and exclusions as designated in the terms of such Underlying Instrument); provided that, in any case that “EBITDA”, “Adjusted EBITDA” or such comparable term is not defined in such Underlying Instrument, an amount, for the underlying obligor under such Underlying Instrument, any of its subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP (and also on a pro forma basis as determined in good faith by the Investment Manager in case of any acquisitions)) and any of its parents that are obligated as guarantor with respect to such Fund Asset, equal to earnings from continuing operations for such trailing twelve month period plus (a) cash interest expense, (b) income taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), to the extent not otherwise included in clause (c) above, other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial reporting packages provided by the obligors and (g) any other item the company and the Administrative Agent mutually deem to be appropriate; provided that with respect to any obligor for which twelve full months of financial data are not available, EBITDA shall be determined for such obligor based on annualizing the financial data from the reporting periods actually available.

“E-SIGN” has the meaning set forth in Section 10.10.

“Effective Date” has the meaning set forth in Section 2.03.

“Effective Date Letter” means that certain letter agreement, dated as of the Effective Date, between the Company and the Administrative Agent.

“Eligibility Criteria” means the eligibility criteria set forth on Schedule 3.

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“Eligible Investments” has the meaning set forth in Section 4.01.

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

“ESRA” has the meaning set forth in Section 10.10.

“EU Risk Retention Requirements” means Article 6 of the Securitization Regulation, including any implementing regulation, technical standards and official guidance related thereto.

“Euros”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default” has the meaning set forth in Article VII.

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“Excess Concentration Amount” means any Level A Excess Concentration Amount and any Level B Excess Concentration Amount, either individually or collectively, as the context may require.

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“Financing Commitment” means collectively, the Term Loan Commitment and the Revolving Commitments.

“Fitch” means Fitch Ratings, Inc. and any successor thereto.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Fund Assets” means each Loan, Bond, other corporate debt security, Equity Interest and any other security or asset owned by any Parent Entity.

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

“GBP”, “Pounds Sterling” or “£” mean the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Guarantee” means the Guarantee Agreement dated on or around the Effective Date between the Parent, the Company and the Collateral Agent.

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such Person; and (vii) all debt, lease obligations or similar obligations to repay money of others guaranteed by such Person or for which such Person acts as surety and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; and (B) all Leveraged Transactions of such Person. Notwithstanding the foregoing, “Indebtedness” shall not include (a) a commitment arising in the ordinary course of business to purchase a future Fund Asset in accordance with the terms of this Agreement; (b) any obligation of such Person to fund any Future Funding Asset, (c) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or investment to satisfy unperformed obligations of the seller of such asset or investment, (d) indebtedness of such Person on account of the sale by such Person of the first out tranche of any Fund Asset that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is nonrecourse to such Person and (ii) would not represent a claim against such Person in a bankruptcy, insolvency or liquidation proceeding of such Person, in each case in excess of the amount sold or purportedly sold, (e) any accrued incentive, management or other fees to an investment manager or its affiliates (regardless of any deferral in payment thereof), (f) any guaranty by such Person of Indebtedness issued by an obligor on any Fund Asset or (g) non-recourse liabilities for participations sold by any Person in any Fund Asset.

“Indemnified Person” has the meaning specified in Section 5.02.

“Indemnitee” has the meaning set forth in Section 10.04(b).

“Industry Classifications” means the Moody’s Industry Classifications.

“Initial Term Loan Advance” has the meaning set forth in Section 2.01.

“Initial Term Loan Maximum Facility Amount” means, on the Effective Date, U.S.$285,000,000.

“Interest Payment Date” has the meaning set forth in Section 4.03(b).

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“Investment Advisor” means the investment advisor of the Parent, which as of the Effective Date is FS Global Advisor, LLC.

“IRS” means the United States Internal Revenue Service.

“Lender Participant” has the meaning set forth in Section 10.06(c).

“Lenders” has the meaning set forth in the introductory section of this Agreement.

“Level A Asset Coverage Test” means a test that will be satisfied on any date of determination if the Level A Adjusted Asset Coverage of the Parent is at least equal to 300%.

“Level A Concentration Tests” has the meaning set forth in Schedule 4.

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“Level A Excess Concentration Amount” means, the sum of each of the following, as determined by the Administrative Agent in its reasonable discretion:

(b) any portion of a Liquid Asset designated as an Excess Concentration Amount pursuant to the proviso set forth in clause (i) of the definition of “Liquid Asset”; and

“Level B Asset Coverage Mandatory Prepayment” has the meaning set forth in Section 4.03(d).

“Level B Asset Coverage Test” means a test that will be satisfied on any date of determination if the Level B Adjusted Asset Coverage of the Parent is at least equal to 300%.

“Level B Concentration Tests” has the meaning set forth in Schedule 5.

“Level B Excess Concentration Amount” means, the sum of each of the following, as determined by the Administrative Agent in its reasonable discretion:

(b) any portion of a Liquid Asset designated as an Excess Concentration Amount pursuant to the proviso set forth in clause (i) of the definition of “Liquid Asset”; and

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(c) any portion of a Third Party Asset designated as an Excess Concentration Amount pursuant to the definition of “Third Party Asset”, except if the value assigned to such Third Party Asset for purposes of the Level B Adjusted Asset Coverage is the Adjusted Current Market Value.

“Liabilities” has the meaning set forth in Section 5.02.

“Loan” means any obligation or Participation for the payment or repayment of borrowed money that is documented by a term and/or revolving loan agreement or other similar credit agreement.

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“Manager” means FS Credit Opportunities Corp., or any replacement or successor manager in accordance with the terms of the Investment Management Agreement.

“Margin Stock” has the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.

“Maximum Rate” has the meaning set forth in Section 10.08.

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

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“Non-Call Period” means the period beginning on, and including, the Effective Date and ending on, but excluding, the earlier of (x) September 20, 2025 and (y) the Non-Call Termination Date.

“Notice of Prepayment or Reduction” has the meaning set forth in Section 4.03(c).

“Parent” means FS Credit Opportunities Corp.

“Parent Entities” means collectively, the Parent, the Company and any other Person that is consolidated on the financial statements of the Parent (each individually, a “Parent Entity”).

“Participation” means an interest in a loan or bond acquired by way of participation from a Selling Institution.

“Participant Register” has the meaning specified in Section 10.06(d).

“PATRIOT Act” has the meaning set forth in Section 2.03(f).

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“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Lien” means any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens granted pursuant to or by the Credit Documents, (d) judgment Liens not constituting an Event of Default hereunder, (e) banker’s Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by such Person, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management, operating account arrangements and netting arrangements, (f) with respect to any collateral underlying a Fund Asset, the Lien in favor of the Company herein and Liens permitted under the related Underlying Instruments, (g) as to any agented Fund Assets, Liens in favor of the agent on behalf of all the lenders to the related Underlying Instruments, (h) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business; provided that such Liens (x) attach only to the securities (or proceeds) being purchased or sold and (y) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing, and (i) Liens securing any hedge agreement, swap or other derivative transaction entered into with Barclays Bank PLC, any affiliate thereof or any other counterparty approved by the Administrative Agent in its sole discretion for the purpose of hedging foreign currency exposure with respect to any Fund Asset.

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for any such taxable year the Company’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a RIC under the Code.

“Portfolio” means all Fund Assets Purchased hereunder and not otherwise sold or liquidated.

“Possessory Collateral” has the meaning set forth in the definition of Deliver.

“Priority of Payments” has the meaning set forth in Section 4.04.

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“Proceeding” has the meaning set forth in Section 10.07(b).

“Qualified Participation” means a Participation in a Fund Asset that meets each of the following criteria:

(1) the Selling Institution is a lender of record on such Loan;

(4) the entire purchase price for such Participation is paid in full (without the benefit of financing from the Selling Institution) at the time of the Company’s acquisition thereof;

(5) the Participation provides the participant all of the economic benefit and risk of the whole or part of the Fund Asset that is the subject of the Participation;

(6) such participation is documented under a Loan Syndications and Trading Association or similar agreement standard for loan participation transactions among institutional market participants; and

“Register” has the meaning set forth in Section 3.01(c).

“Related Parties” has the meaning set forth in Section 9.01.

“Request for Advance” has the meaning set forth in Section 2.02(d).

“Required Fund Distribution” means, collectively, any Permitted Management Fee Distribution and any Permitted RIC Distribution.

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“Revolving Advances” has the meaning set forth in Section 2.01.

“Revolving Commitment Fee” has the meaning set forth in Section 4.03(f).

“Scheduled Termination Date” has the meaning set forth in the Transaction Schedule.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Amendment Effective Date” means September 20, 2024.

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“Second Amendment Effective Date Letter” means that certain letter agreement, dated as of the Second Amendment Effective Date, between the Company and the Administrative Agent.

“Secured Obligation” has the meaning set forth in Section 8.02(a).

“Secured Party” has the meaning set forth in Section 8.02(a).

“Securities Intermediary” has the meaning set forth in the introductory section of this Agreement.

“Seller” has the meaning set forth in the introductory section of this Agreement.

“Selling Institution” means an institution from which a Participation is acquired.

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“Settlement Date” means, with respect to any Fund Asset, the date of on which the Purchase of such Fund Asset by the Company settles.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Spot Rate” means, as of any date of determination, (x) with respect to actual currency exchange between USD and any Non-USD Currency, the applicable currency-USD rate available through the banking facilities of the banking entity selected by the Manager and, if such banking entity is not Wells Fargo Bank, National Association (or any of its Affiliates), as consented to by the Administrative Agent (or, if an Event of Default has occurred and is continuing, as selected by the Administrative Agent in its sole discretion) at the time of such exchange or calculation and (y) with respect to all other purposes between USD and any Non-USD Currency, the applicable currency-USD spot rate that appeared on the BFIX page of Bloomberg Professional Service (or any successor thereto) (or such other recognized service or publication used by the Manager for purposes of determining currency spot rates in the ordinary course of its business from time to time) for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day, as determined by the Manager. The determination of the Spot Rate shall be conclusive absent manifest error.

“Standby Directed Investment” means Wells Fargo Government MM Fund #3802 (WFFXX) (CUSIP VP7001218).

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opposite such Lender’s name on the Transaction Schedule or in the assignment and assumption pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to (i) a Commitment Increase Request or (ii) assignments made in accordance with the provisions of Section 10.06 of this Agreement.

“Term SOFR” means, for any three month Calculation Period relating to an Advance, the Term SOFR Reference Rate for a tenor of three months on the day that is two (2) U.S. Government Securities Business Days prior to the Calculation Period Start Date (such day, the “Periodic Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that for any Calculation Period relating to an Advance of less than three months, the rate determined by the Administrative Agent by interpolating on a linear basis between (i) the applicable Term SOFR Reference Rate for the longest period then published by the Term SOFR Administrator that is shorter than such Calculation Period and (ii) the applicable Term SOFR Reference Rate for the shortest period then published by the Term SOFR Administrator that is longer than such Calculation Period; provided, however, that if a Calculation Period is less than or equal to seven days, then the Term SOFR Reference Rate shall be determined by reference to a rate as if the maturity of the dollar deposits referred to therein were a period of time equal to seven days.

“Term SOFR Adjustment” means a percentage equal to 0.20% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Third Party Asset” means any Fund Asset that the Parent obtains monthly or quarterly valuations for from Valuation Research Corporation (“VRC”) or an Eligible Third Party Valuation Firm.

If at any time with respect to a Third Party Asset or an Exception Asset owned by the Company (a) the Administrative Agent obtains either (i) at its own expense, a valuation for such Fund Asset from any other Eligible Third Party Valuation Firm that is more than 7.5% lower than the most recent valuation obtained by the Parent for such Fund Asset or (ii) at least two quotes from Eligible Dealers the average of which is more than 7.5% lower than the most recent valuation obtained by the Parent for such Fund Asset (each, an “Administrative Agent Valuation”) and (b) the Company does not agree to use the Adjusted Current Market Value for such Fund Asset (including, for the avoidance of doubt, for purposes of calculating the Level A Adjusted Asset Coverage and Level B Adjusted Asset Coverage), then an amount equal to the difference between the Current Market Value for such Fund Asset and the Adjusted Current Market Value for such Fund Asset shall be an Excess Concentration Amount; provided that if the Parent subsequently obtains two additional quotes for such Fund Asset from Eligible Dealers the average of

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which is higher than the Administrative Agent Valuation, then such valuation difference shall no longer be an Excess Concentration Amount; provided further that if the Parent obtains quarterly valuations rather than monthly valuations for any Third Party Asset, then from and after the date on which the most recent quarterly valuation from VRC or any Eligible Third Party Valuation Firm obtained by the Parent for any Fund Asset has been in effect for more than one month, the Administrative Agent may elect by prior written notice to the Manager to deem the difference between the Adjusted Current Market Value and the Current Market Value for such Third Party Asset to be an Excess Concentration Amount.

“Trade Date” means, with respect to any Fund Asset, the date on which the Company enters into a binding commitment or other agreement to acquire any Fund Asset.

“Transaction Schedule” has the meaning set forth in the introductory section of this Agreement.

“UCC” means the Uniform Commercial Code in effect in the State of New York.

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

“Underlying Instrument Event of Default” means, with respect to any Underlying Instrument, the meaning of “event of default” (or such other comparable term) as defined in such Underlying Instrument.

“Unfunded Reserve Amount” means all amounts on deposit in the Unfunded Reserve Account.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

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“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.02(f).

“Withholding Agent” means the Company and the Administrative Agent.

ARTICLE I

THE FUND ASSETS

SECTION 1.02. [Reserved.]

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ARTICLE II

THE ADVANCES

SECTION 2.01. Financing Commitments.

SECTION 2.02. Advances; Use of Proceeds.

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(b) Credit Documents. The Administrative Agent and its counsel shall have received reasonably satisfactory evidence that the Credit Documents have been executed and are in full force and effect.

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(j) Other Documents. Such other documents as the Administrative Agent may reasonably require.

(k) Rating Letter. The Agents shall have received a letter from Moody’s addressed to the Parent providing that the credit rating for the Parent is not less than “Aa3”.

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(a) the Effective Date shall have occurred;

(b) the Company shall have delivered a Request for Advance in accordance with Section 2.02(d);

(f) immediately after giving pro forma effect to such Advance hereunder:

(1) the aggregate principal balance of Term Loan Advances and Revolving Advances then outstanding will not exceed the respective limits for such Advances set forth in the Transaction Schedule;

(3) each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied; and

(4) any Fund Asset to be Purchased by the Company with the proceeds of such Advance satisfies the Eligibility Criteria; and

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email in the event the Collateral Agent is unable to access the Transaction Data Room (it being understood that compliance with any applicable confidentiality restrictions will be required before such delivery, and the Manager will use its best efforts to enable the Lenders to deliver applicable confidentiality agreements or otherwise to comply with such restrictions):

(a) the Administrative Agent (on behalf of the Lenders and in its sole discretion) approves in writing (which may be by email) such Commitment Increase Request;

(b) no Event of Default shall have occurred and be continuing, in each case on and as of the Commitment Increase Date;

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(e) no commitment reduction shall have occurred pursuant to Section 4.06(a) due to Barclays Bank PLC ceasing to act as Administrative Agent prior to the Commitment Increase Date;

(f) any Commitment Increase Request shall be in an amount not less than $25,000,000;

(h) each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied;

(i) the ratio of the Term Loan Total Commitment to the Revolving Total Commitment shall equal or exceed 4.00:1.00; and

(j) the Revolving Total Commitment shall not exceed $100,000,000.

ARTICLE III

ADDITIONAL TERMS APPLICABLE TO THE ADVANCES

SECTION 3.01. The Advances.

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mandated by law; provided that to the extent that any such adoption or change makes it unlawful for the Advances to bear interest by reference to the Term SOFR Reference Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after such adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.

(f) Increased Costs.

(1) If any Change in Law shall:

(B) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender; or

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(6) If any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above, this clause (f) or Section 3.02(c) or (B) is a Defaulting Lender under clause (a)(i) of the definition of such term (or, in the case of a requirement to assign or delegate interests, rights and obligations as set forth below, is otherwise a Defaulting Lender), then the Company may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, prepay the Advances of such Lender or require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related transaction documents to an assignee identified by the Company that shall assume such obligations (whereupon such Lender shall be obligated to so assign), provided that, (x) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder through the date of such assignment and (y) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any such prepayment or assignment.

(h) Effect of Benchmark Transition Event.

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Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

SECTION 3.02. Taxes.

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(2) Without limiting the generality of the foregoing,

(ii) a copy of executed IRS Form W-8ECI;

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ARTICLE IV

COLLECTIONS AND PAYMENTS

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(which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default, at the direction of the Administrative Agent) on the next succeeding Business Day and remitted to or at the direction of the Company.

SECTION 4.03. Principal and Interest Payments; Prepayments; Commitment Fee.

(c)(1) Subject to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances in whole or in part subject, solely in the case of prepayments of Term Loan Advances, to the payment of the premium described in clause (2) below. The Company shall notify the Administrative Agent, the Collateral Agent and the Collateral Administrator in writing (which may be by electronic mail) of an executed notice in the form of Exhibit D hereto (a “Notice of Prepayment or Reduction”) (attached as a .pdf or similar file) of any prepayment pursuant to Section 4.03(c)(1) not later than 5:00 p.m., New York City time, two Business Days (or such shorter period as the Administrative Agent may agree) before the date of prepayment. Each Notice of Prepayment or Reduction shall be irrevocable (unless such notice conditions such prepayment upon consummation of a transaction which is contemplated to result in a prepayment of outstanding Advances, in which event such notice may be revocable or conditioned upon such consummation) and shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of outstanding Advances shall be in an amount not less than U.S.$1,000,000. Any such prepayment shall be accompanied by accrued and unpaid interest.

(3) [Reserved].

(4) For the avoidance of doubt, no prepayment of outstanding Revolving Advances or reduction of Revolving Commitments shall be subject to the Make-Whole Amount or any other premium or penalty.

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(d) If at any time the Level B Asset Coverage Test is not satisfied for a period of five consecutive Business Days, the Company shall cure such failure within five Business Days thereafter by (i) prepaying unpaid principal and accrued and unpaid interest on the Advances then outstanding or (ii) selling or otherwise disposing of Fund Assets in accordance with Section 1.04, in each case, in an aggregate amount necessary to cause the Level B Adjusted Asset Coverage to equal or exceed 305%; provided that if any Revolving Advances are then outstanding, such Advances shall be prepaid prior to repaying any Term Loan Advances. Each mandatory prepayment of Advances under this Section 4.03(d) is referred to as a “Level B Asset Coverage Mandatory Prepayment”. For the avoidance of doubt, if the aggregate Level B Asset Coverage Mandatory Prepayments and Company Asset Coverage Mandatory Prepayments on outstanding Term Loan Advances during the Non-Call Period exceeds 5% of the Term Loan Total Commitment measured cumulatively since the Effective Date, a Level B Asset Coverage Mandatory Prepayment (or portion thereof) in excess of such 5% threshold will be subject to the payment of the Make-Whole Amount under Section 4.03(c)(2).

(e) If at any time the Company Asset Coverage Test is not satisfied for a period of five consecutive Business Days, the Company shall cure such failure within five Business Days thereafter by (i) prepaying unpaid principal and accrued and unpaid interest on the Advances then outstanding, (ii) causing the Parent to make a contribution of cash or Fund Assets to the Company in accordance with Section 1.05, or (iii) selling or otherwise disposing of Fund Assets in accordance with Section 1.04, in each case, in an aggregate amount necessary to cause the Company Adjusted Asset Coverage to equal or exceed 150%; provided that if any Revolving Advances are then outstanding, such Advances shall be prepaid prior to repaying any Term Loan Advances. Each mandatory prepayment of Advances under this Section 4.03(e) is referred to as a “Company Asset Coverage Mandatory Prepayment”. For the avoidance of doubt, if the aggregate Level B Asset Coverage Mandatory Prepayments and Company Asset Coverage Mandatory Prepayments on outstanding Term Loan Advances during the Non-Call Period exceeds 5% of the Term Loan Total Commitment measured cumulatively since the Effective Date, a Company Asset Coverage Mandatory Prepayment (or portion thereof) in excess of such 5% threshold will be subject to the payment of the Make-Whole Amount under Section 4.03(c)(2).

(f) The Company agrees to pay to the Administrative Agent, for the account of each Lender with a Revolving Commitment (other than a Defaulting Lender), a commitment fee (the “Revolving Commitment Fee”) in accordance with the Priority of Payments which shall accrue at (i), prior to and excluding the Second Amendment Effective Date, 0.55% per annum, and (ii) after and including the Second Amendment Effective Date, 0.38% per annum, in each case on the average daily unused amount of the Revolving Commitment of such Lender during the applicable period of calculation. Accrued and unpaid Revolving Commitment Fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Revolving Commitments terminate. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed during the applicable period of calculation (including the first day but excluding the last day).

(g) The Company agrees to pay to the Administrative Agent, for the account of each Lender with a Delayed Draw Term Loan Commitment (other than a Defaulting Lender), a commitment fee (the “Delayed Draw Term Loan Commitment Fee”) in accordance with the Priority of Payments which shall accrue at (i), prior to and excluding the Second Amendment Effective Date, 0.55% per annum, and (ii) after and including the Second Amendment Effective Date, 0.38% per annum, in each case on the average daily unused amount of the Delayed Draw Term Loan Commitment of such Lender during the applicable period of calculation. Accrued and unpaid Delayed Draw Term Loan Commitment Fees shall be payable in arrears on each Interest Payment Date, and on the first Interest Payment Date after the date on which the Delayed Draw Term Loan Commitments terminate. All Delayed Draw Term Loan Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed during the applicable period of calculation (including the first day but excluding the last day).

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(i) The Company agrees to pay the Administrative Agent on the Second Amendment Effective Date, for the account of each Lender, an extension fee in an aggregate amount specified in the Second Amendment Effective Date Letter. Once paid, such fees or any part thereof shall not be refundable under any circumstances.

(a) to make any Required Fund Distribution directed pursuant to this Agreement;

(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized during any calendar quarter then such unutilized amount may be applied during any of the three succeeding calendar quarters and (ii) second, any other accrued and unpaid fees (other than the Commitment Fee payable to the Lenders) and out-of-pocket expenses, including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a maximum amount under this clause (ii) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);

(e) to pay all amounts set forth in clause (b) above not paid due to the limitations set forth therein;

(f) to make any Permitted Distributions directed pursuant to this Agreement; and

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SECTION 4.05. Payments Generally.

(b) If after receipt of an invoice from the Administrative Agent pursuant to Section 4.05(a) and at least two (2) Business Days prior to any Interest Payment Date or the Maturity Date or an Additional Distribution Date, the Collateral Administrator shall have notified the Company, the Collateral Agent and the Administrative Agent that the Company does not have a sufficient amount of funds in USD on deposit in the Collection Accounts that will be needed (1) to pay to the Lenders all of the amounts required to be paid on such date and/or (2) to pay any expenses required to be paid in accordance with the Priority of Payments (a “Currency Shortfall”), then, so long as no Event of Default shall have occurred and be continuing, the Company shall exchange (or shall direct the Collateral Agent to exchange) amounts in any Non-USD Currency in any Collateral Account for USD in an amount necessary to cure such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Interest Payment Date or Additional Distribution Date or the Maturity Date, as applicable, and shall be made at the Spot Rate at the time of conversion. If for any reason the Company shall have failed to effect any such currency exchange by the Business Day prior to such date, then the Administrative Agent shall be entitled to (but shall not be obligated to) direct such currency exchange on behalf of the Company.

SECTION 4.06. Termination or Reduction of Revolving Commitments and Delayed Draw Term Loan Commitments.

(b) The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence and during the continuance of an Event of Default; provided that if any Revolving Advances are then outstanding, such Revolving Advances shall be prepaid prior to repaying any Term Loan Advances and shall not, for the avoidance of doubt, (i) be subject to payment of the Make-Whole Amount or any other premium or penalty or (ii) reduce the Revolving Total Commitment.

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ARTICLE V

[RESERVED]

ARTICLE VI

REPRESENTATIONS, WARRANTIES AND COVENANTS

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Applicable Law or regulation or applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected, in each case to the extent such violation, breach or default would not reasonably be expected to have a Material Adverse Effect;

(d) Adverse Proceedings. It is not subject to any Adverse Proceeding;

(f) Investment Company Act. It is not required to register as an “investment company” as defined in the Investment Company Act;

(k) No Default. It is not in default under any other contract to which it is a party except where such default would not reasonably be expected to have a Material Adverse Effect;

(l) Compliance with Laws.

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(p) Disregarded Entity. Since its formation the Company has been treated as a disregarded entity for U.S. federal income tax purposes;

(q) Ownership. The Company is wholly owned directly by the Parent, which is a U.S. Person;

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(y) Parent as Investment Company. The Parent is registered as an investment company under the Investment Company Act of 1940, as amended;

(aa) Reserved.

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SECTION 6.02. Covenants of the Company and the Manager. The Company (and, with respect to clauses (e), (g), (k), (o), (r), (ff), (gg), (hh) and (kk), the Manager):

(a) Separate Existence. Shall at all times: (i) maintain at least one independent manager or director; (ii) maintain its own separate books and records and bank accounts; (iii) [reserved]; (iv) [reserved]; (v) file its own Tax returns, if any, as may be required by Applicable Law, to the extent that the Company is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or “disregarded entity” for tax purposes, and pay any Taxes so required to be paid under Applicable Law; (vi) not commingle its assets with the assets of any other Person; (vii) [reserved]; (viii) maintain separate financial statements except to the extent that its financial and operating results are consolidated with those of the Parent in consolidated financial statements; provided that all audited financial statements of the Parent that are consolidated to include the Company will contain notes stating that (x) all of the Company’s assets are owned by the Company and (y) the Company is a separate legal entity; (ix) pay its own liabilities only out of its own funds; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) [reserved]; (xii) [reserved]; (xiii) except as expressly permitted by this Agreement, not pledge its assets to secure the obligations of any other Person; (xiv) [reserved]; and (xv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and (except as permitted by this Agreement, the Effective Date Letter, the Second Amendment Effective Date Letter and the other Credit Documents) pay its operating expenses and liabilities from its own assets;

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(h) Reserved.

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(p) Financial Reporting. (1) shall promptly furnish to the Administrative Agent and Moody’s (and the Administrative Agent shall furnish copies to the Lenders) copies of the following financial statements, reports and information: (A) within 120 days after the end of each fiscal year of the Parent (or such longer period as is permitted by the SEC for the filing of such financial statements for such period with the SEC), a copy of the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such year, the related consolidated statements of income for such year and the related consolidated statements of changes in net assets and of cash flows for such year; provided, that the financial statements required to be delivered pursuant to this clause (i) which are made available via EDGAR, or any successor system of the SEC, in the Parent’s annual report on Form N-CSR, shall be deemed delivered to the Administrative Agent on the date such documents are made so available, (B) within 60 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year) (or, with respect to any such period for which the Parent is required to file such financing statements with the SEC, such longer period as is permitted by the SEC for the filing of such financial statements for such period with the SEC), an unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter, and the unaudited consolidated statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated statements of changes in net assets and of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant to this clause (ii) which are made available via EDGAR, or any successor system of the SEC, in Parent’s semiannual report on Form N-CSRS, shall be deemed delivered to the Administrative Agent on the date such documents are made so available; and (C) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or the Required Lenders may reasonably request (in each case, to the extent reasonably available to the Company and not subject to applicable obligations of confidentiality);

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similar privilege or constitutes attorney work product; provided that, in the event the Manager or the Company withholds information from the Administrative Agent or the Lenders in reliance on this sentence, the Company shall provide (to the extent possible without violation of such Applicable Law, any binding confidentiality agreement, attorney-client or attorney work product privilege) notice to the Administrative Agent or such applicable Lender that such information is being withheld and shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the Applicable Law or binding confidentiality agreement or risk waiver of such attorney-client or attorney work product privilege;

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(bb) Employees. Shall not hire any employees;

(cc) Accounts. Shall not maintain any bank accounts or securities accounts other than the Collateral Accounts;

(ee) Capital Expenditures. Shall not make or incur any capital expenditures except as reasonably required to perform its functions in accordance with this Agreement;

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(1) any Adverse Proceeding;

(hh) Rating. Shall use commercially reasonable efforts to cause the Parent to be continuously rated not less than “A3” by Moody’s;

The Company shall provide a copy to Moody’s of any executed Amendment.

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ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Events of Default.

If any of the following events (“Events of Default”) shall occur:

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(f) any Credit Risk Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(g) the passing of a resolution by the equity holders of the Company in respect of the winding up on a voluntary basis of the Company;

(j) a Change of Control occurs;

(k) the Company or the pool of Collateral shall become required to register as an “investment company” within the meaning of the Investment Company Act;

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(q) the Parent ceases to be registered as an “investment company” within the meaning of the Investment Company Act;

The Administrative Agent shall promptly notify Moody’s upon obtaining actual knowledge of any Event of Default.

ARTICLE VIII

COLLATERAL ACCOUNTS; COLLATERAL SECURITY

SECTION 8.01. The Collateral Accounts; Agreement as to Control.

SECTION 8.02. Collateral Security; Pledge; Delivery.

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including, without limitation: (1) each Fund Asset owned by the Company, (2) all of the Company’s interests in the Collateral Accounts and all investments, obligations and other property from time to time credited thereto, (3) each Credit Document and all rights related to each such agreement, (4) all other property of the Company and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.

(1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Administrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;

(2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;

(4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;

(5) Take control of any proceeds of the Collateral;

(7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

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outstanding to be due and payable pursuant to Article VII, to take any action and to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.

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With respect to the original Escrowed Transfer Documents, the Collateral Agent shall at all times hold such original Escrowed Transfer Documents in physical form at one of its offices in the United States (for purposes hereof, the “Custodial Office”). The Collateral Agent may change the Custodial Office at any time and from time to time upon notice to the Company, the Manager and the Administrative Agent; provided that the replacement Custodial Office shall be an office of the Collateral Agent located in the United States. All original Escrowed Transfer Documents held by the Collateral Agent shall be available for inspection by the Administrative Agent and the Lenders upon prior written request and during normal business hours of the Collateral Agent. Any such inspection shall occur no earlier than five Business Days after such inspection is requested in writing and the costs of such inspection shall be borne by the requesting party. The Administrative Agent (including its representatives and designees) may not request more than two inspections per year or, if an Event of Default has occurred and is continuing no more than once a month. Notwithstanding anything to the contrary herein, the Collateral Agent shall not be required to hold or accept custody of any original Escrowed Transfer Documents or original Underlying Instruments hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Collateral Agent; provided that (1) the Collateral Agent notifies the Administrative Agent prior to refusing to hold such documents and (2) the failure of the Collateral Agent to accept and hold such documents shall not result in a Default or an Event of Default hereunder (provided that copies of such documents shall have been delivered by the Company to or otherwise made available to the Administrative Agent to the extent otherwise required hereunder). For the avoidance of doubt, the Collateral Agent shall not be required to review or provide any certifications in respect of original Escrowed Transfer Documents or original Underlying Instruments delivered and held by it.

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receives instructions from the Manager or the Company that conflict with any instructions received by the Required Lenders (or the Administrative Agent on their behalf) after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall rely on and follow the instructions given by the Required Lenders (or the Administrative Agent on their behalf).

ARTICLE IX

THE AGENTS

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writing by (i) in the case of the Collateral Agent, the Administrative Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained by the financial institution serving in the capacity of such Agent (except insofar as provided to it as Agent hereunder) or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator and the Collateral Agent only) or the Required Lenders (or such other number or percentage of Lenders that shall be permitted herein to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be deemed to have knowledge of any Default or Event of Default unless and until a Responsible Officer has received written notice thereof from the Company, a Lender or the Administrative Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement, any other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to such Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection with the performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder. Without limitation to the immediately preceding sentence, none of the Collateral Agent, the Collateral Administrator, the Securities Intermediary nor the Administrative Agent shall be required to take any action under this Agreement or any other Credit Document if taking such action (A) would subject such Person to Tax in any jurisdiction where it is not then subject to Tax, or (B) would require such person to qualify to do business in any jurisdiction where it is not then so qualified.

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Subject to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent, the Securities Intermediary and the Administrative Agent may resign at any time upon 30 days’ notice to each Agent, the Lenders, the Manager, the Securities Intermediary, the Company and Moody’s. Upon any such resignation, the Required Lenders shall have the right to appoint a successor (subject to the prior written approval of the Company, not to be unreasonably withheld, conditioned or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Administrator, Collateral Agent, Securities Intermediary or Administrative Agent, as applicable, gives notice of its resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor, which successor shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have been so appointed and shall have accepted such appointment within 60 days after the retiring Agent, Collateral Administrator or Securities Intermediary gives notice of its resignation, such Agent, Collateral Administrator or Securities Intermediary may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be, hereunder (and, if applicable, under the Account Control Agreement) by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Collateral Administrator or Securities Intermediary, as applicable, hereunder and under the Account Control Agreement, and the retiring Agent, Collateral Administrator or Securities Intermediary, as applicable, shall be discharged from its duties and obligations hereunder and under the Account Control Agreement. After the retiring Agent’s, Collateral Administrator’s or Securities Intermediary’s resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such retiring Agent, Collateral Administrator or Securities Intermediary, as applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be.

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Securities Intermediary or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the removed Collateral Agent, the Collateral Administrator and/or the Securities Intermediary hereunder and under the Account Control Agreement, and the removed Collateral Agent, the Collateral Administrator and/or the Securities Intermediary shall be discharged from its duties and obligations hereunder (and, if applicable, under the Account Control Agreement). After the removed Collateral Agent’s, the Collateral Administrator’s and/or the Securities Intermediary’s removal hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such removed Collateral Agent, Collateral Administrator and/or Securities Intermediary, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be.

Each Agent and the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection with this Agreement.

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SECTION 9.02. Additional Provisions Relating to the Collateral Agent, the Securities Intermediary and the Collateral Administrator.

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consented. Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, any Agent or Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Lenders (but not any Lender in its individual capacity unless the Required Lenders shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the purchaser at such sale.

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ARTICLE X

MISCELLANEOUS

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SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff.

(a) The Company shall pay (1) all fees and reasonable and documented out of pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel, respectively, for each Agent, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator), in connection with the preparation and administration of this Agreement, the Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Company shall not be required to pay any fees, charges and disbursements of outside counsel for the Administrative Agent incurred prior to the Effective Date in connection with the preparation of this Agreement in excess of $300,000; and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel, respectively, for each Agent, the Lenders (taken as a whole), the Collateral Administrator, the Securities Intermediary and such other local counsel as required for each of them), in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, or in connection with the Advances provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances.

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performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation or warranty made by the Company or the Manager hereunder or thereunder (for the avoidance of doubt, after giving effect to any limitation included in any such representation or warranty relating to materiality or causing a Material Adverse Effect)) or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated hereby or thereby, (2) any Advance or the use of the proceeds therefrom, (3) the grant to the Collateral Agent and the Lenders of any Lien on the Collateral, (4) the exercise by the Administrative Agent, the Collateral Agent or the Lenders of their rights and remedies (including, without limitation, foreclosure) under any agreements creating such Liens referred to in clause (3), (5) any enforcement by an Indemnitee of this Agreement or any other Credit Document, including the indemnity obligations herein or therein or (6) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or is pursuing or defending any such action; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(e) This Section 10.04 shall survive the termination of this Agreement for any reason and, if applicable, the earlier resignation or removal of any Indemnitee.

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SECTION 10.06. Successors; Assignments.

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(d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters the name and address of each Lender Participant and the principal amounts of (and stated interest on) each Lender Participant’s interest in the Advances or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Lender Participant or any information relating to a Lender Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Lender Participant shall be entitled to the benefits of Sections 3.01(e) and 3.02 (subject to the requirements and limitations therein, including the requirements under Section 3.02(f) (it being understood that the documentation required under Section 3.02(f) shall be delivered to the Lender that sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Lender Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.02, with respect to any participation, than the Lender that sells the participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Lender Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions set forth in Section 3.01(f) with respect to any Lender Participant.

SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc.

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object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings to enforce any judgment against any such party arising out of or relating to this Agreement in the courts of any place where such party or any of its assets may be found or located, nor will the bringing of such Proceedings in any one or more jurisdictions preclude the bringing of such Proceedings in any other jurisdiction.

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(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(1) a reduction in full or in part or cancellation of any such liability;

(3) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

As used herein:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

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SECTION 10.13. Confidentiality.

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Exhibit (k)(6)

FIRST AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (“Amendment”) dated as of July 20th, 2015 to the Committed Facility Agreement dated as of March 10, 2015 between BNP Paribas Prime Brokerage, Inc. (‘BNPP PB, Inc.”) and Bucks Funding (“Customer”).

WHEREAS, BNPP PB, Inc. and Customer previously entered into a Committed Facility Agreement dated as of March 10, 2015 (as amended from time to time, the “Agreement”);

WHEREAS, the parties hereto desire to amend the Agreement as provided herein;

NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:

1.	Amendment to Section 1 of the Agreement (‘Definitions’)

The definition of “Maximum Commitment Financing” in Section 1(g) of the Agreement is hereby amended by replacing the amount “$100,000,000 currently appearing therein with the amount “$ 150,000,000”.

2.	Representations

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations arc deemed to he given or repeated by each party, as the case may be, on the date of this Amendment, in each case, however, except for any representation that refers to a specific date, as to which each party represents to the other party that such representation is true and accurate as of such specific date and is deemed to be given or repeated by each party, as the case may be, as of such specific date.

3.	Miscellaneous

(a)

Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement.

(b)

Entire Agreement. The Agreement as amended and supplemented by this Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings (except as otherwise provided herein) with respect thereto. Except as expressly set forth herein, the terms and conditions of the Agreement remain in full force and effect.

(c)

Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(d)

Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

(e)

Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).

(Signature page follows)

IN WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this Amendment.


BNP PARIBAS PRIME BROKERAGE, INC.				BUCKS FUNDING

/s/ Jeffrey Lowe				/s/ William Goebel
Name: Jeffrey Lowe				Name: William Goebel
Title: Managing Director				Title: Chief Financial Officer

/s/ JP Muir
Name: JP Muir
Title: Managing Director

Exhibit (k)(9)

EXECUTION VERSION

BUCKS FUNDING,

as Company

and

FS GLOBAL CREDIT OPPORTUNITIES FUND,

as Investment Manager

INVESTMENT MANAGEMENT AGREEMENT

Dated as of March 10, 2015

INVESTMENT MANAGEMENT AGREEMENT, dated as of March 10, 2015 (this “Agreement”), between BUCKS FUNDING, a Cayman Islands company limited by shares (the “Company”), and FS GLOBAL CREDIT OPPORTUNITIES FUND, a Delaware statutory trust, as investment manager (in such capacity, the “Investment Manager”).

WHEREAS, the Company desires to engage the Investment Manager to provide the services described herein, and the Investment Manager desires to provide such services; and

WHEREAS, capitalized terms used herein that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Committed Facility Agreement dated as of the date hereof (the “Committed Facility Agreement”), between the Company and BNP Paribas Prime Brokerage, Inc. (“BNPP”) on behalf of itself and as agent for the BNPP Entities (as defined in Exhibit A of the U.S. PB Agreement).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties hereto hereby agree as follows:

1. Management Services.

The Investment Manager will provide the Company with the following services (in accordance with and subject to the applicable requirements of, and the restrictions and limitations set forth in the 40 Act Financing Agreements and the Company’s memorandum of association and articles of association):

(a) determining the specific investments or other assets to be purchased (or otherwise acquired) or sold by the Company;

(b) effecting the purchase (or other acquisition) and sale of investments and all other assets of the Company;

(c) subject to the limitations set forth in the 40 Act Financing Agreements, negotiating with underlying obligors of the Company’s investments (the “Underlying Obligors”) as to proposed amendments and modifications (including, but not limited to, extensions or releases of collateral) of the documentation evidencing and governing the Company’s investments;

(d) making determinations with respect to the Company’s exercise (including but not limited to any waiver) of any rights (including but not limited to voting rights and rights arising in connection with the bankruptcy or insolvency of an Underlying Obligor or the consensual or non-judicial restructuring of the debt or equity of an Underlying Obligor) or remedies in connection with the Company’s investments and participating in the committees (official or otherwise) or other groups formed by creditors of an Underlying Obligor;

(e) monitoring the ratings of the Company’s investments;

(f) determining whether each of the Company’s investment is an Eligible Security;

(g) monitoring the Company’s investments on an ongoing basis and providing to BNPP and the Company or to any other person designated by the Company all information and data which is generated by, or reasonably accessible to, the Investment Manager and which is required under the 40 Act Financing Agreements or requested by the Company in connection with the preparation of all reports, certificates, schedules and other data which the Company is required to prepare and deliver under the 40 Act Financing Agreements, in the form and containing all information required by the 40 Act Financing Agreements, in sufficient time for the Company, or the person designated by the Company, to review such data and prepare and deliver to the parties entitled thereto all such reports, certificates, schedules and other data required by the 40 Act Financing Agreements;

(h) managing the Company’s investments within the parameters set forth in the 40 Act Financing Agreements;

(i) complying with such other duties and responsibilities as may be expressly required of the Investment Manager by the 40 Act Financing Agreements; and

(j) delivering Borrow Requests and payment instructions to BNPP and making prepayment specifications referred to in Section 4 of the Committed Facility Agreement.

The Company agrees for the benefit of the Investment Manager and BNPP to follow the lawful instructions and directions of the Investment Manager in connection with the Investment Manager’s services hereunder.

The Investment Manager shall use reasonable care in rendering its services hereunder, using a degree of skill and attention no less than that which the Investment Manager exercises with respect to comparable assets that it manages for itself and for others in accordance with its existing practices and procedures which the Investment Manager reasonably believes to be consistent with those followed by institutional managers of national standing relating to assets of the nature and character of the Company’s investments, except as expressly provided otherwise in this Agreement or the 40 Act Financing Agreements. The Investment Manager shall comply with and perform all the duties and functions that have been specifically delegated to it under this Agreement and the 40 Act Financing Agreements. The Investment Manager shall not be bound to follow any amendment to the 40 Act Financing Agreements, however, until it has received a copy of the amendment from the Company or BNPP and, in addition, the Investment Manager shall not be bound by any amendment to the 40 Act Financing Agreements which adversely affects in any material respects the obligations of the Investment Manager unless the Investment Manager shall have consented thereto in writing. The Company agrees that it will not permit any amendment to the 40 Act Financing Agreements that adversely affects in any material respects the duties or liabilities of the Investment Manager to become effective unless the Investment Manager has been given prior written notice of such amendment and consented thereto in writing. The Investment Manager shall cause any purchase or sale of any investments or other asset of the Company to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction in compliance with Section 2 and Section 8 hereof.

To the extent necessary or appropriate to perform all of the duties to be performed by it hereunder, the Investment Manager shall have the power to negotiate, execute and deliver all necessary documents and instruments on behalf of the Company with respect to any investment or other asset of the Company.

The Investment Manager shall have no obligation to perform any duties other than those specified herein or in the 40 Act Financing Agreements.

2. Brokerage.

The Investment Manager shall use commercially reasonable efforts to obtain the best prices and execution for all orders placed with respect to the investments, and other assets of the Company, considering all reasonable circumstances. Subject to the objective of obtaining best prices and execution, the Investment Manager may take into consideration research and other brokerage services furnished to the Investment Manager or its Affiliates by brokers and dealers which are not Affiliates of the Investment Manager. Such services may be used by the Investment Manager or its Affiliates in connection with its other advisory activities or investment operations. The Investment Manager may aggregate sales and purchase orders placed with respect to the investments, and other assets of the Company with similar orders being made simultaneously for other accounts managed by the Investment Manager or with accounts of the Affiliates of the Investment Manager, if in the Investment Manager’s sole judgment such aggregation shall result in an overall economic benefit to the Company taking into consideration the selling or purchase price, brokerage commission and other expenses. In accounting for such aggregated order price, commission and other expenses shall be averaged on a per position basis.

The Company acknowledges that the determination of any such economic benefit by the Investment Manager is subjective and represents the Investment Manager’s evaluation at the time that the Company will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors. When any aggregate sales or purchase orders occur, the objective of the Investment Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in an equitable manner.

Subject to the Investment Manager’s execution obligations described herein, the Investment Manager is hereby authorized to effect client cross-transactions where the Investment Manager causes a transaction to be effected between the Company and another account advised by it or any of its Affiliates; provided that, if and to the extent required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”), such authorization is terminable at the Company’s option without penalty, effective upon receipt by the Investment Manager of written notice from the Company. In addition, the Company hereby consents to, and authorizes the Investment Manager to enter into agency cross-transactions where it or any of its Affiliates acts as broker for the Company and for the other party to the transaction, to the extent permitted under applicable law, in which case the Investment Manager or any such Affiliate will receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to the transaction; provided that the Company shall the right to revoke such consent at any time by written notice to the Investment Manager. With the prior authorization of the Company and in accordance with Section 11(a) of the Securities Exchange

Act of 1934, as amended, and rule 11a2-2(T) thereunder (or any similar rule that may be adopted in the future), the Investment Manager is authorized to effect transactions for the Company on a national securities exchange of which any of its Affiliates is a member and retain commissions in connection therewith, and the Investment Manager will use commercially reasonable efforts to provide the Company with information annually disclosing commissions, if any, retained by the Investment Manager’s Affiliates in connection with such transactions for the Company’s account.

All purchases and sales of investments, and other assets of the Company by the Investment Manager on behalf of the Company shall be in accordance with reasonable and customary business practices and in compliance with applicable laws.

3. The Representations and Warranties of the Company.

The Company represents and warrants to the Investment Manager that:

(a) the Company has been duly organized and is validly existing under the laws of the Cayman Islands, has the full power and authority to own its assets and the assets proposed to be owned by it and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement and the 40 Act Financing Agreements would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Company;

(b) the Company has full power and authority to execute, deliver and perform this Agreement, the 40 Act Financing Agreements and all obligations required hereunder and under the 40 Act Financing Agreements, and the performance of all obligations imposed upon it hereunder and thereunder;

(c) this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable in accordance with its terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(d) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other person is required for the performance by the Company of its duties hereunder, except such as have been duly made or obtained;

(e) neither the execution and delivery of this Agreement nor the fulfillment of the terms hereof conflicts with or results in a material breach or violation of any of the material terms or provisions of or constitutes a material default under (i) the Company’s certificate of incorporation, memorandum of association, articles of association or other constituent documents, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note, agreement or other evidence of indebtedness or other material agreement, obligation, condition,

covenant or instrument to which the Company is a party or is bound, (iii) any statute applicable to the Company or (iv) any law, decree, order, rule or regulation applicable to the Company of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having proper jurisdiction over the Company or its properties, and which would have a material adverse effect upon the performance by the Company of its duties under this Agreement;

(f) neither the Company nor any of its Affiliates are in violation of any U.S. federal or state securities law or regulation promulgated thereunder;

(g) the Company has not engaged in any transaction that would result in the violation of, or require registration as an “investment company” under, the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(h) the Company is not required to register as an “investment company” under the Investment Company Act; and

(i) there is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Company, threatened, that, if determined adversely to the Company, would have a material adverse effect upon the performance by the Company of its duties under, or on the validity or enforceability of, this Agreement or the provisions of the 40 Act Financing Agreements applicable to the Company thereunder.

4. Representations and Warranties of the Investment Manager.

The Investment Manager represents and warrants to the Company that:

(a) the Investment Manager is duly organized and validly existing under the laws of the State of Delaware and has the full power and authority to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where the conduct of its business requires, or the performance of its obligations under this Agreement and the provisions of the 40 Act Financing Agreements applicable to the Investment Manager would require, such qualification, except for failures to be so qualified, authorized or licensed which would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Investment Manager, or on the ability of the Investment Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the applicable provisions of the 40 Act Financing Agreements;

(b) the Investment Manager has full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and under the 40 Act Financing Agreements applicable to the Investment Manager;

(c) this Agreement has been duly authorized, executed and delivered by the Investment Manager and constitutes a valid and binding agreement of the Investment Manager, enforceable against it in accordance with its terms, except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(d) neither the Investment Manager nor any of its Affiliates are in violation of any federal or state securities law or regulation promulgated thereunder or any material listing requirements of any exchange on which it is listed and there is no charge, investigation, action, suit or proceeding before or by any court, exchange or regulatory agency pending or, to the best knowledge of the Investment Manager, threatened, that in either case would have a material adverse effect upon the performance by the Investment Manager of its duties under this Agreement;

(e) neither the execution and delivery of this Agreement, nor the performance of the terms hereof or the provisions of the 40 Act Financing Agreements applicable to the Investment Manager, conflicts with or results in a material breach or violation of any of the material terms or provisions of, or constitutes a material default under, (i) its certificate of trust, declaration of trust, bylaws or other constituent document, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other material agreement, obligation, condition, covenant or instrument to which the Investment Manager is a party or is bound, (iii) any statute applicable to the Investment Manager or (iv) any law, decree, order, rule or regulation applicable to the Investment Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having proper jurisdiction over the Investment Manager or its properties, and which would have, in the case of any of clauses (ii) through (iv) of this paragraph (e), a material adverse effect upon the performance by the Investment Manager of its duties under this Agreement or the provisions of the 40 Act Financing Agreements applicable to the Investment Manager; and

(f) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other person is required for the performance by it of its duties hereunder, except such as have been duly made or obtained.

5. Expenses.

The Investment Manager shall pay all expenses and costs (including salaries, rent and other overhead) incurred by it in connection with its services under this Agreement; provided that the Investment Manager shall not be liable for and the Company shall be responsible for the payment of (i) actual and reasonable expenses and costs of legal advisers (including actual and reasonable expenses and costs associated with the use of internal legal counsel of the Investment Manager), consultants and other professionals retained by the Company or by the Investment Manager, on behalf of the Company, in connection with the services provided by the Investment Manager pursuant to this Agreement and the 40 Act Financing Agreements and (ii) the reasonable cost of asset pricing and asset rating services, and accounting, programming and data entry services that are retained in connection with services of the Investment Manager under this Agreement. To the extent that such expenses are incurred in connection with obligations that are also held by the Investment Manager, the Investment Manager shall allocate the expenses among the accounts in a fair and equitable manner. Any amounts payable pursuant to this Section 5 shall be reimbursed by the Company to the extent funds are available therefor in accordance with and subject to the limitations contained in the 40 Act Financing Agreements.

6. Fees.

(a) The Company shall pay to the Investment Manager, for services rendered and performance of its obligations under this Agreement fees which are payable monthly in arrears (each, a “Payment Date”) in an amount equal to 0.35% per annum of the aggregate market value of all of the Company’s investments, measured as of the determination date immediately preceding such Payment Date (the “Management Fees”). The Management Fees will be calculated on the basis of a calendar year consisting of 360 days and the actual number of days elapsed.

(b) The Investment Manager may, in its sole discretion, defer all or any portion of the Management Fees. Such deferred amounts will become payable on the next Payment Date in the same manner and priority as their original characterization would have required unless deferred again.

(c) If this Agreement is terminated pursuant to Section 11 hereof or otherwise, the Management Fees calculated as provided in Section 6(a) hereof shall be prorated for any partial periods between Payment Dates during which this Agreement was in effect and shall be due and payable, along with any deferred Management Fees, on the first Payment Date following the effective date of such termination.

(d) The Investment Manager hereby agrees not to cause the filing of a petition in bankruptcy against the Company for any reason whatsoever.

7. Non-Exclusivity.

The services of the Investment Manager to the Company are not to be deemed exclusive, and the Investment Manager shall be free to render asset management or management services to other persons (including Affiliates, investment companies and clients having objectives similar to those of the Company). It is understood and agreed that the officers and directors of the Investment Manager may engage in any other business activity or render services to any other person or serve as partners, officers or directors of any other firm or corporation. Notwithstanding the foregoing, it is understood and agreed that the Investment Manager will at no time render any services to, or in any way participate in the organization or operation of, any investment company or other entity if such actions would require the Company to register as an “investment company” under the Investment Company Act. Subject to Sections 2 and 9 hereof, it is understood and agreed that information or advice received by the Investment Manager and officers or directors of the Investment Manager hereunder shall be used by such organization or such persons to the extent permitted by applicable law.

8. Conflicts of Interest.

The Investment Manager may, subject to applicable legal requirements and any restrictions or limitations contained in the 40 Act Financing Agreements, direct the Company (i) to acquire any investments for the Company from the Investment Manager or any of its Affiliates as principal or (ii) to sell any investments for the Company to the Investment Manager or any of its Affiliates as principal; provided that each such acquisition or sale is conducted on terms no less favorable to the Company than would be obtained in an arm’s length transaction with a non-affiliate.

Notwithstanding the provisions of the preceding paragraph, various potential and actual conflicts of interest may arise from the overall investment activity of the Investment Manager and its Affiliates. The Investment Manager, its Affiliates and their respective clients may invest in obligations that would be appropriate for inclusion in the Company’s assets. Such investments may be different from those made on behalf of the Company. The Investment Manager, its Affiliates and the clients of the Investment Manager or its Affiliates may invest in obligations that are senior to, or have interests different from or adverse to, the assets of the Company. The Investment Manager may serve as investment manager for, invest in, or be affiliated with, other entities organized to issue collateralized debt obligations secured by loans, high-yield debt securities or other debt obligations. The Investment Manager may at certain times be simultaneously seeking to purchase or sell investments for the Company and any similar entity for which it serves as investment manager in the future, or for its clients and Affiliates. Furthermore, the Investment Manager and/or its Affiliates may make an investment on their behalf or on behalf of any account that they manage or advise without offering the investment opportunity or making an investment on behalf of the Company.

The Company hereby acknowledges the various potential and actual conflicts of interest that may exist with respect to the Investment Manager; provided that nothing in this Section 8 shall be construed as altering the duties of the Investment Manager as set forth in this Agreement, the 40 Act Financing Agreements or the requirements of any law, rule, or regulation applicable to the Investment Manager.

9. Records; Confidentiality.

The Investment Manager shall maintain appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by a representative of the Company and independent accountants appointed by the Company at a mutually agreed time during normal business hours and upon not less than three (3) Business Days’ prior notice.

The Investment Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose any such information to non affiliated third parties except (i) with the prior written consent of the Company, (ii) as required by law, regulation, court order or the rules or regulations of any self regulating organization, body or official having jurisdiction over the Investment Manager, (iii) to its professional advisors, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) the identification of the Company as a client of the Investment Manager, (vi) information related to the performance of the Investment Manager, (vii) information furnished in connection with any successor investment manager or assignee, or any agent that has been assigned duties in accordance with this Agreement or (viii) such information that was or is obtained by the Investment Manager on a non-confidential basis; provided that the Investment Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Section 9, BNPP shall in no event be considered a “non affiliated third party,” and the Investment Manager may disclose any of the aforementioned information to BNPP insofar as such information relates to the Company’s investments under the 40 Act Financing Agreements.

10. Term.

This Agreement shall become effective on the date hereof and shall continue unless terminated as hereinafter provided.

11. Termination.

(a) This Agreement may be terminated, and the Investment Manager may be removed, without payment to the Investment Manager of any penalty, for cause upon prior written notice by the Company; provided that such notice may be waived by the Investment Manager. For this purpose, “cause” will mean the occurrence of any of the following events or circumstances:

(i) the Investment Manager’s breach, in any respect, of any provision of this Agreement or the 40 Act Financing Agreements applicable to it (except for any breach that has not had, and could not reasonably be expected to have, a material adverse effect on the Company) and the Investment Manager’s failure to cure such breach within 30 days of its becoming aware of, or receiving notice of, the occurrence of such breach;

(ii) the Investment Manager’s intentional breach of (a) any provision of this Agreement or the 40 Act Financing Agreements applicable to it relating to the Investment Manager’s or the Company’s obligation to cause the Company’s investments to comply with the conditions for sale of an investment by the Company or (b) any other material provision of this Agreement or the 40 Act Financing Agreements applicable to it, and the Investment Manager’s failure to cure such breach within 15 days of the occurrence of such breach;

(iii) the failure of any representation, warranty, certification or statement made or delivered by the Investment Manager in or pursuant to this Agreement or the 40 Act Financing Agreements to be correct in any material respect when made which failure (a) could reasonably be expected to have a material adverse effect on BNPP and (b) is not corrected by the Investment Manager within 15 days of its receipt of notice from the Company or BNPP of such failure;

(iv) the Investment Manager (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger), (b) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (c) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (d) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (e) consents to the appointment of a custodian, receiver,

trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property or (f) is adjudicated as insolvent or bankrupt, or a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Investment Manager, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Investment Manager or of any substantial part of its property, and the continuance of any such decree or order unstayed and in effect for a period of 15 consecutive days;

(v) the occurrence of an Event of Default under the 40 Act Financing Agreements that results from any breach by the Investment Manager of its duties under the 40 Act Financing Agreements or this Agreement; or

(vi) the occurrence of an act by the Investment Manager that constitutes fraud or criminal activity in the performance of its obligations under this Agreement, or the Investment Manager being indicted for a criminal offense materially related to its business of providing asset management services.

(b) The Investment Manager shall have the right to terminate this Agreement only upon 90 days prior written notice to the Company and this Agreement shall terminate automatically in the event of its assignment by the Investment Manager.

(c) This Agreement shall be automatically terminated in the event that the Company determines in good faith that the Company or the Company’s asset portfolio has become required to be registered under the provisions of the Investment Company Act.

(d) Within 30 days of the resignation or removal of the Investment Manager, the Company may appoint a successor investment manager that is (i) an Affiliate of Investment Manager or (ii) reasonably acceptable to BNPP. No such resignation or removal will be effective until the date as of which a successor investment manager has assumed in writing the Investment Manager’s duties and obligations as specified herein.

12. Action Upon Termination.

(a) Upon the effective termination of this Agreement, the Investment Manager shall as soon as practicable:

(i) deliver to the Company all property and documents of the Company or otherwise relating to the Company’s assets then in the custody of the Investment Manager; and

(ii) deliver an account with respect to the books and records to the successor investment manager appointed pursuant to Section 11(d).

Notwithstanding such termination, the Investment Manager shall remain liable to the extent set forth herein (but subject to Section 13 hereof) for its acts or omissions hereunder arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims (including reasonable attorney’s fees) in respect of or arising out of a breach of the representations and warranties made by the Investment Manager in Section 4 hereof or from any failure of the Investment Manager to comply with the provisions of this Section 12.

(b) The Investment Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any suit, action or proceeding relating to this Agreement (each, a “Proceeding”) arising in connection with this Agreement, the 40 Act Financing Agreements or any of the Company’s assets (excluding any such Proceeding in which claims are asserted against the Investment Manager or any Affiliate of the Investment Manager) so long as the Investment Manager shall have been offered reasonable security, indemnity or other provisions against the cost, expenses and liabilities that might be incurred in connection therewith and a reasonable per diem fee.

13. Liability of Investment Manager; Delegation.

(a) The Investment Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the 40 Act Financing Agreements made applicable to it pursuant to the terms of this Agreement. The Investment Manager shall not be responsible for any action of the Company in declining to follow any advice, recommendation or direction of the Investment Manager. Unless otherwise agreed in writing, the Investment Manager shall have no liability to BNPP or other Company’s creditors for any error of judgment, mistake of law, or for any loss arising out of any investment, or for any other act or omission in the performance of its obligations to the Company except for liability to which it would be subject by reason of willful misfeasance, bad faith, gross negligence in performance, or reckless disregard, of its obligations hereunder. The Investment Manager may delegate to an agent selected with reasonable care, which shall include any person that is party to a sub-advisory agreement with the Investment Manager as of the date hereof, any or all duties (other than its asset selection or trade execution duties) assigned to the Investment Manager hereunder; provided that no such delegation by the Investment Manager of any of its duties hereunder shall relieve the Investment Manager of any of its duties hereunder nor relieve the Investment Manager of any liability with respect to the performance of such duties. For the avoidance of doubt, asset selection and trade execution duties shall include the services described in Section 1(a) hereof.

Notwithstanding the above and Section 17, the Investment Manager shall be permitted to assign any or all of its rights and delegate any or all of its obligations to (i) an Affiliate or (ii) any other entity reasonably acceptable to BNPP that (x) will professionally and competently perform duties similar to those imposed upon the Investment Manager under this Agreement and (y) is legally qualified and has the capacity to act as the Investment Manager under this Agreement. The Investment Manager shall not be liable for any consequential damages hereunder.

(b) The Company shall reimburse, indemnify and hold harmless the directors, trustees, officers and employees of the Investment Manager and any of its Affiliates from any and all actual and reasonable out-of-pocket expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and expenses), as are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation caused by, or arising out of or in connection with, any acts or omissions of the Investment Manager, its

directors, trustees, officers, shareholders, agents and employees made in good faith and in the performance of the Investment Manager’s duties under this Agreement or the 40 Act Financing Agreements except to the extent resulting from such person’s bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunder or thereunder. The Investment Manager, its directors, trustees, officers, shareholders, agents and employees may consult with counsel and accountants with respect to the affairs of the Company and shall be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is taken or made in good faith and is in accordance with the advice or opinion of such counsel or accountants. Notwithstanding anything contained herein to the contrary, the obligations of the Company under this Section 13(b) shall be payable from the Company’s assets as part of the Management Fees and are subject to the availability of funds and to any conditions set forth in the 40 Act Financing Agreements.

(c) The Investment Manager shall reimburse, indemnify and hold harmless the Company, its members, manager, officers, agents and employees from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and expenses), as are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect o any pending or threatened litigation caused by, or arising out of or in connection with, (i) any acts or omissions of the Investment Manager constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement or under the 40 Act Financing Agreements and (ii) any breach of the representations and warranties made by the Investment Manger in Section 4 hereof.

14. Obligations of Investment Manager.

Unless otherwise required by any provision of the 40 Act Financing Agreements, this Agreement or by applicable law, the Investment Manager shall not intentionally take any action, which it knows or should know would (a) materially adversely affect the Company for purposes of United States federal or state law, the laws of the Cayman Islands or any other law known to the Investment Manager to be applicable to the Company, (b) require registration of the Company or the Company’s assets as an “investment company” under the Investment Company Act, (c) not be permitted under the Company’s certificate of incorporation, memorandum of association or articles of association, (d) cause the Company to violate the terms of the 40 Act Financing Agreements, (e) subject the Company to federal, state or other income taxation or (f) adversely affect the interests of BNPP in any material respect (other than as permitted or required hereunder or under the 40 Act Financing Agreements, including, without limitation, as may result from the performance of any investment), it being understood that in connection with the foregoing, the Investment Manager will not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and the 40 Act Financing Agreements or the conduct of its business generally. The Investment Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the 40 Act Financing Agreements. Notwithstanding anything in this Agreement, the Investment Manager shall not take any discretionary action that would reasonably be expected to cause an Event of Default under the 40 Act Financing Agreements. The Investment Manager covenants that it shall (i) not hold out the investments as its assets, (ii) take all action to ensure that the investments are held in the name of the Company or, if held by an agent of the Company, clearly designate such agent as being the Company’s agent, and (iii) not fail to correct any known misunderstandings regarding the separate identity of the Company and shall not identify itself as a division or department of the Company.

15. No Partnership or Joint Venture.

The Company and the Investment Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Investment Manager’s relation to the Company shall be deemed to be that of an independent contractor.

16. Notices.

Any notice under this Agreement shall be in writing and sent by facsimile or e-mail (in either case, confirmed by telephonic communication), or addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Company for this purpose shall be:

Bucks Funding

c/o FS Global Credit Opportunities Fund

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

Attention: Chief Financial Officer

Telephone: (215) 495-1150

Facsimile: (215) 222-4649

Electronic Mail: bill.goebel@franklinsquare.com

The address of the Investment Manager for this purpose shall be:

FS Global Credit Opportunities Fund

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

Attention: Chief Financial Officer

Telephone: (215) 495-1150

Facsimile: (215) 222-4649

Electronic Mail: bill.goebel@franklinsquare.com

All notices are to be effective in accordance with Section 12 of Exhibit A of the U.S. PB Agreement.

17. Succession/Assignment.

This Agreement shall inure to the benefit of and be binding upon the successors to the parties hereto. No assignment of this Agreement by the Investment Manager (including, without limitation, a change in control or management of the Investment Manager which would be deemed an “assignment” under the Advisers Act) shall be made without the consent of the Company and BNPP.

18. Conflicts with the 40 Act Financing Agreements

Subject to the provisions of Section 1 hereof pertaining to the binding effect of certain amendments to the 40 Act Financing Agreements on the Investment Manager, in the event that this Agreement requires any action to be taken with respect to any matter and the 40 Act Financing Agreements require that a different action be taken with respect of such matter, and such actions are mutually exclusive, the provisions of the 40 Act Financing Agreements in respect thereof shall control.

19. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles. With respect to any Proceeding, each party irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(b) THE PARTIES HERETO IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY ACTION OR PROCEEDING BY THE MAILING OR DELIVERY OF COPIES OF SUCH PROCESS TO EACH SUCH PARTY AT THE ADDRESS SPECIFIED IN SECTION 16 HEREOF. 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.

(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) No failure on the part of either party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(e) The captions in this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(f) In the event any provision of this Agreement shall be held invalid or unenforceable, by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

(g) This Agreement may not be amended or modified or any provision thereof waived except by an instrument in writing signed by the parties hereto.

(h) This Agreement and the 40 Act Financing Agreements contain the entire understanding and agreement between the parties and supersede all other prior understandings and agreements, whether written or oral, between the parties concerning this subject matter. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(i) The Investment Manager consents to, and agrees to perform, the provisions of the 40 Act Financing Agreements applicable to the Investment Manager.

(j) This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(k) Each representation and warranty made or deemed to be made herein or pursuant hereto, and each indemnity provided for hereby, shall survive the execution and delivery and any termination or assignment of this Agreement or resignation or removal of the Investment Manager.

(l) The Company hereby acknowledges and accepts all actions that were taken by the Investment Manager and/or recommended to the Company by the Investment Manager prior to the effective date of this Agreement, including all actions and recommendations that were related to the anticipated purchase of assets by the Company or that were otherwise consistent with the services to be provided by the Investment Manager to the Company pursuant to Section 1 of this Agreement prior to the effective date of this Agreement, in each case, as if this Agreement had been in effect at the time that such actions were taken or such recommendations were made.

20. Reserved.

21. No Recourse.

The Investment Manager hereby acknowledges and agrees that the Company’s obligations hereunder will be solely the corporate obligations of the Company, and the Investment Manager will not have any recourse to any of the directors, trustees, officers, employees, holders of the membership interest of Company with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions

contemplated hereby. Recourse in respect of any obligations of the Company hereunder will be limited to the Company’s assets and on the exhaustion thereof all claims against the Company arising from this Agreement or any transactions contemplated hereby shall be extinguished. The provisions of this Section 21 shall survive the termination of this Agreement for any reason whatsoever.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this INVESTMENT MANAGEMENT AGREEMENT to be executed by their respective authorized representatives on the date first above written.


BUCKS FUNDING

By:		/s/ Gerald F. Stahlecker
Name: Gerald F. Stahlecker
Title: Executive Vice President

FS GLOBAL CREDIT OPPORTUNITIES FUND

By:		/s/ Gerald F. Stahlecker
Name: Gerald F. Stahlecker
Title: Executive Vice President

[Signature Page to Investment Management Agreement]

Exhibit (k)(10)

Execution Version

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS TRANSFER AGENCY AND SERVICE AGREEMENT (this “Agreement”) is made as of this 2nd day of December, 2013, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and FS GLOBAL CREDIT OPPORTUNITIES FUND, a Delaware statutory trust having its principal office and place of business at Cira Centre, 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania 19104 (the “Fund”).

WHEREAS, the Fund is a closed-end management investment company, authorized to issue an unlimited number of shares of beneficial interest, par value $0.001 per share (“Shares”); and

WHEREAS, the Fund desires to appoint the Transfer Agent as its transfer agent, distribution disbursing agent, and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.	TERMS OF APPOINTMENT

1.1

Appointment. Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent hereby agrees to act as, transfer agent for the Fund’s authorized and issued Shares, distribution disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders of the Fund (“Shareholders”), including, without limitation, the Fund’s distribution reinvestment plan and Share repurchase program.

1.2

Transfer Agency Services. In accordance with procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent shall:

(i)

receive orders for the purchase of Shares from the Fund, and promptly deliver appropriate documentation thereof to the custodian of the Fund (the “Custodian”);

(ii)

pursuant to such purchase orders, issue the appropriate number of Shares and book such Share issuances to the appropriate Shareholder accounts;

(iii)

receive Share repurchase directions from the Fund and deliver the appropriate documentation thereof to the Custodian;

(iv)

with respect to the transactions referenced in subclauses (i) and (iii) above, the Transfer Agent shall process transactions received directly from the Fund or intermediaries authorized by the Fund who shall thereby be deemed to be acting on behalf of the Fund;

(v)

reserved;

(vi)

process Shareholder account maintenance instructions (excluding instructions to change an account’s registration or wire instructions) received directly from the Fund or intermediaries authorized per procedures established by mutual agreement of the Transfer Agent and the Fund;

(vii)

process transfer of Shares by the registered owners thereof upon receipt of proper instruction and approval by the Fund;

(viii)

process and transmit payments for any distributions declared by the Fund; and

(ix)

record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares which are authorized, based upon data provided to the Transfer Agent by the Fund, and issued and outstanding; and provide the Fund on a regular basis with the total number of Shares which are issued and outstanding; provided, however, that the Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issuance or sale of such Shares, which functions shall be the sole responsibility of the Fund.

1.3

Additional Services. In addition to, and neither in lieu of nor in contravention of the services set forth in Section 1.2 above, the Transfer Agent shall perform the following services:

(i)

Other Customary Services. Perform certain other customary services of a transfer agent and distribution disbursing agent, including, but not limited to: maintaining Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder reports to current Shareholders, maintaining on behalf of the Fund such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing Internal Revenue Service Forms 1099 and other appropriate forms required with respect to distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases by Shareholders and repurchases by the Fund of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information.

(ii)

State Transaction (“Blue Sky”) Reporting. The Fund shall be solely responsible for its “blue sky” compliance and state registration requirements, if any.

(iii)

Reserved.

(iv)

Performance of Certain Services by the Fund or Affiliates or Agents. New procedures as to who shall provide certain of these services described in this Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. If agreed to in writing by the Fund and the Transfer Agent, the Transfer Agent may at times perform only a portion of these services, and the Fund or its affiliates or agents may perform these services on the Fund’s behalf.

1.4

Authorized Persons. The Fund hereby agrees and acknowledges that the Transfer Agent may rely on the current list of authorized persons, as provided or agreed to by the Fund and as may be amended from time to time, in receiving instructions to issue or repurchase Shares. The Fund agrees and covenants for itself and each such authorized person that any order, sale or transfer of, or transaction in Shares received by it after the close of the regular trading session on the New York Stock Exchange (the “NYSE”) shall be effectuated at the Fund’s net asset value determined as of the close of the next regular trading session on the NYSE, and the Fund or such authorized person shall so instruct the Transfer Agent of the proper effective date of the transaction.

1.5

Anti-Money Laundering and Client Screening. With respect to the Fund’s offering and sale of Shares at any time, and for all subsequent transfers of such Shares, the Fund or its delegate shall, directly or indirectly and to the extent required by law: (i) conduct know your customer/client identity due diligence with respect to potential investors and transferees in Shares and shall obtain and retain due diligence records for each investor and transferee; (ii) use its best efforts to ensure that each investor’s and any transferee’s funds used to purchase Shares shall not be derived from, nor the product of, any criminal activity; (iii) if requested, provide periodic written verifications that such investors/transferees have been checked against the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv) perform its obligations under this Section 1.5 in accordance with all applicable anti-money laundering laws and regulations. In the event that the Transfer Agent has received advice from counsel that access to underlying due diligence records pertaining to the investors/transferees is necessary to ensure compliance by the Transfer Agent with relevant anti-money laundering (or other applicable) laws or regulations, the Fund shall, upon receipt of written request from the Transfer Agent, provide the Transfer Agent copies of such due diligence records.

1.6

Tax Law. The Transfer Agent shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Shares, a Shareholder or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder by the tax laws of any country or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Transfer Agent of the obligations imposed on the Fund, the Shares, a Shareholder or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.

2.	FEES AND EXPENSES

2.1

Fee Schedule. In consideration of the performance by the Transfer Agent of the services provided pursuant to this Agreement, the Fund agrees to pay the Transfer Agent the fees and expenses set forth in a written fee schedule agreed to by the Fund and the Transfer Agent (the “Fee Schedule”). Such fees and any out of pocket expenses and advances identified under Section 2.2 below may be changed from time to time, subject to mutual written agreement between the Fund and the Transfer Agent. In the event that any additional Fund is to become a party to this Agreement as a result of an acquisition or merger, or otherwise, then the parties shall confer diligently and negotiate in good faith, and agree upon fees applicable to such additional Fund.

2.2

Out ofPocket Expenses. In addition to the fees paid under Section 2.1 above, the Fund agrees to reimburse the Transfer Agent for out of pocket expenses, including, but not limited to, confirmation production, postage, forms, telephone, microfilm, microfiche, records storage, or advances incurred by the Transfer Agent for the items set forth in the Fee Schedule. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund will be reimbursed by the Fund.

2.3

Invoices. The Fund agrees to pay all fees and out of pocket expenses due hereunder within thirty (30) calendar days following the receipt of the respective invoice.

3.	REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT

The Transfer Agent represents and warrants to the Fund that:

3.1

It is a trust company duly organized and existing under the laws of The Commonwealth of Massachusetts.

3.2

It is duly registered as a transfer agent under Section 17A( c)(2) of Exchange Act, it will remain so registered for the duration of this Agreement, and it will promptly notify the Fund in the event of any material change in its status as a registered transfer agent.

3.3

It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

3.4

It is empowered under applicable laws and by its organizational documents to enter into and perform the services contemplated in this Agreement.

3.5

All requisite organizational proceedings have been taken to authorize it to enter into, perform and provide services pursuant to this Agreement.

4.	REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Transfer Agent that:

4.1

The Fund is a statutory trust duly organized, existing and in good standing under the laws of the State of Delaware.

4.2

The Fund is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.

4.3

All requisite proceedings have been taken to authorize the Fund to enter into, perform and receive services pursuant to this Agreement.

4.4

The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company.

5.	DATA ACCESS SERVICES

5.1

The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or another third party. In no event shall Proprietary Information be deemed to be Shareholder information or the confidential information of the Fund. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its officers, trustees and agents, to:

(i)

use such programs and databases solely on the Fund’s, or its agents’ computers, or solely from equipment at the location(s) agreed to between the Fund and the Transfer Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;

(ii)

refrain from copying or duplicating in any way the Proprietary Information;

(iii)

refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(iv)

refrain from causing or allowing Proprietary Information transmitted from the Transfer Agent’s computers to the Fund’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;

(v)

allow the Fund or its agents to have access only to those authorized transactions agreed upon by the Fund and the Transfer Agent;

(vi)

honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

5.2

Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

5.3

If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data, and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.4

If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to effect the transfer or movement of cash or Shares, Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

5.5

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 5. The obligations of this Section 5 shall survive any earlier termination of this Agreement.

RESERVED.

7.	STANDARD OF CARE / LIMITATION OF LIABILITY

7.1

The Transfer Agent shall at all times act in good faith in its performance of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section 7 .1.

8.	INDEMNIFICATION

8.1

The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:

(i)

all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, bad faith or willful misconduct;

(ii)

the Fund’s material breach of any representation, warranty or covenant of the Fund hereunder;

(iii)

the Fund’s lack of good faith, gross negligence, bad faith or willful misconduct in its dealings with the Transfer Agent hereunder;

(iv)

reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund, including but not limited to any broker-dealer, third party administrator or previous transfer agent; (b) any instructions or requests of the Fund or its authorized officers, or the Fund’s agents or subcontractors or their officers or employees; (c) any instructions or opinions of legal counsel to the Fund with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (d) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(v)

the offer or sale of Shares in violation of any requirement under the federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares;

(vi)

the negotiation and processing of any checks, wires and ACH transmissions, including without limitation, for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer Agent; and

(vii)

any tax obligations under the tax laws of any country or of any state or political subdivision thereof, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer agent hereunder.

8.2

At any time the Transfer Agent may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by machine readable input, electronic data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. The Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

8.3

In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all material developments concerning such claim. The Fund shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name. The Transfer Agent shall in no case confess any claim or make any compromise or settlement in any case in which the Fund may be required to indemnify the Transfer Agent except with the Fund’s prior written consent which shall not be unreasonably withheld.

9.	ADDITIONAL COVENANTS OF THE FUND AND THE TRANSFER AGENT

9.1

Delivery of Documents. Fund shall promptly furnish to the Transfer Agent the following:

(i)

a certificate of the Secretary of the Fund certifying the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement.

(ii)

a copy of the Declaration of Trust and By-Laws of the Fund and all amendments thereto.

9.2

Certificates, Checks and Facsimile Signature Devices. The Transfer Agent hereby agrees to establish and maintain facilities and procedures for safekeeping of any stock certificates, check forms and facsimile signature imprinting devices; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

9.3

Records. In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Transfer Agent agrees that all records which it maintains for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request except as otherwise provided in Section 11. The Transfer Agent further agrees that all records that it maintains for the Fund pursuant to Rule 31 a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Transfer Agent.

10.	CONFIDENTIALITY AND PRIVACY

10.1

The Transfer Agent and the Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure or (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions.

The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld or (v) where the disclosing party has affirmatively indicated ·that such information is not confidential.

The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years.

10.2

The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

11.	EFFECTIVE PERIOD AND TERMINATION

This Agreement shall remain in full force and effect for an initial term of three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable to the other party, within sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. In addition, the Fund may terminate this Agreement upon sixty (60) days’ prior written notice to the Transfer Agent in connection with a liquidity event. Upon termination of this Agreement pursuant to this paragraph with respect to the Fund, the Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements.

In the event of: (i) the Fund’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity.

12.	ASSIGNMENT

12.1

Except as provided in Section 14 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

12.2

Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns.

12.3

This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 13, neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

13.	SUBCONTRACTORS

The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with a transfer agent duly registered pursuant to Section 17 A(c )(2) of the 1934 Act including, but not limited to: (i) Boston Financial Data Services, Inc., a Massachusetts corporation (“BFDS”), (ii) a BFDS subsidiary or affiliate, or (iii) another affiliated or unaffiliated third party duly registered as a transfer agent; provided, however, that the Transfer Agent shall remain liable to the Fund for the acts and omissions of any subcontractor under this Section 13 as it is for its own acts and omissions under this Agreement.

14.	MISCELLANEOUS

14.1

Amendment. This Agreement may only be amended or modified by a written agreement executed by both parties.

14.2

Massachusetts Law to Apply. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth ofMassachusetts without regard to its conflict of laws provisions.

14.3

Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

14.4

Data Protection. State Street will implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of the Fund’s shareholders, employees, directors, trustees and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

14.5

Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

14.6

Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

14.7

Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any schedules, exhibits or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

14.8

Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

14.9

Merger ofAgreement. This Agreement and any schedules, exhibits, attachments or amendments hereto constitute the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

14.10

Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

14.11

Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

14.12

Notices. All notices and other communications as required or permitted under this Agreement shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a)

If to Transfer Agent, to:

State Street Bank and Trust Company

200 Clarendon Street, 16th Floor

Boston, Massachusetts 02116

Attention: Sheila McClorey, Transfer Agent Vice President

Telephone: (617) 662-9681

Facsimile: (617) 956-5648

With a copy to:

State Street Bank and Trust Company

2 Avenue de Lafayette, 2nd Floor (LCC/2)

Boston, MA 02110

Attn: Mary Moran Zeven, Esq.

Telephone: (617) 662-1783

Facsimile: (617) 662-2702

(b)

If to the Fund, to:

FS Global Credit Opportunities Fund

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, Pennsylvania 19104

Attention: Chief Financial Officer

Telephone: (215) 495-1150

Facsimile: (215) 222-4649

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the date first above written.


STATE STREET BANK AND TRUST COMPANY

By:	/s/ Michael F. Rogers
	Name:	Michael F. Rogers
	Title:	Executive Vice President

FS GLOBAL CREDIT OPPORTUNITIES FUND

By:	/s/ Gerald F. Stahlecker
	Name:	Gerald F. Stahlecker
	Title:	Executive Vice President

Exhibit (l)(1)

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January 14, 2025

FS Credit Opportunities Corp.

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112-1902

Re:	Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as special Maryland counsel to FS Credit Opportunities Corp., a Maryland corporation (the “Company”) and a registered closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with the registration of certain securities of the Company (the “Offered Securities”) on its Registration Statement on Form N-2 (including the prospectus that is a part thereof, the “Registration Statement”) as filed by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities include (a) shares (the “Common Shares”) of common stock, $0.001 par value per share (the “Common Stock”); (b) shares (the “Preferred Shares”) of preferred stock, $0.001 par value per share (the “Preferred Stock”); (c) warrants (the “Warrants”) to purchase Common Stock, Preferred Stock or Debt Securities (as defined below); (d) subscription rights (the “Subscription Rights”) to purchase Common Stock; and (e) debt securities (the “Debt Securities”), all of which may be offered and sold from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

The Registration Statement in the form transmitted to the Commission for filing pursuant to the Securities Act;

The charter of the Company (the “Charter”) as reflected in the records of the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”);

The bylaws of the Company (the “Bylaws”) certified as of the date hereof by an officer of the Company;

A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

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FS Credit Opportunities Corp.

January 14, 2025

Page 2

Resolutions (the “Resolutions”) adopted by the Board of Directors (the “Board of Directors”) of the Company relating to the registration of the Offered Securities, certified as of the date hereof by an officer of the Company;

A certificate executed by an officer of the Company, dated as of the date hereof, with respect to certain factual matters regarding the Charter, the Bylaws and the Resolutions; and

Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinions set forth below, we have assumed the following:

Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine (whether manual, electronic or otherwise) and, to the extent that a signature on a Document is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the document. All public records reviewed or relied upon by us or on our behalf are true, accurate and complete.

The issuance of, and certain terms of, the Offered Securities to be issued by the Company from time to time will be authorized and approved by the Board of Directors, or a duly authorized committee thereof or duly authorized officers of the Company, as the case may be, in accordance with the Maryland General Corporation Law, the Charter, the Bylaws and the Resolutions prior to the issuance of such Offered Securities (such approval, together with the Articles Supplementary Filing (as defined below), if applicable, referred to herein as the “Corporate Proceedings”).

Upon the issuance of any Offered Securities that are Common Shares, including Common Shares that may be issued upon the conversion or exercise of any other Offered Securities convertible into or exercisable into Common Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Articles Supplementary classifying and designating the number of shares and the terms of any class or series of Preferred Shares to be issued by the Company, and otherwise complying with the Maryland General Corporation Law, will be filed with and accepted for record by the SDAT prior to the issuance of such Preferred Shares (such procedure referred to herein as the “Articles Supplementary Filing”).

FS Credit Opportunities Corp.

January 14, 2025

Page 3

Upon the issuance of any Offered Securities that are Preferred Shares, including Preferred Shares which may be issued upon the conversion or exercise of any other Offered Securities convertible into or exercisable for Preferred Shares, the total number of shares of Preferred Stock issued and outstanding, and the total number of issued and outstanding shares of the applicable class or series of Preferred Stock designated pursuant to the Charter, will not exceed the total number of shares of Preferred Stock or the number of shares of such class or series of Preferred Stock that the Company is then authorized to issue under the Charter.

At the time of issuance of any of the Offered Securities, the Company will be in good standing under the laws of the State of Maryland.

At the time of the issue of the Offered Securities, such securities will not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument then-binding upon the Company, and such securities will comply with all requirements and restrictions, if any, applicable to the Company, imposed by any court or governmental or regulatory body having jurisdiction over the Company.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

Upon the completion of all Corporate Proceedings relating to the Common Shares, the issuance of the Common Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, the Common Shares will be validly issued, fully paid and nonassessable.

Upon the completion of all Corporate Proceedings relating to the Preferred Shares, the issuance of the Preferred Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, the Preferred Shares will be validly issued, fully paid and nonassessable.

Upon the completion of all Corporate Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.

Upon the completion of all the Corporate Proceedings relating to the Subscription Rights, the issuance of the Subscription Rights will be duly authorized.

Upon the completion of all Corporate Proceedings relating to the Debt Securities, the issuance of the Debt Securities will be duly authorized.

FS Credit Opportunities Corp.

January 14, 2025

Page 4

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland or the 1940 Act.

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement. We further consent to the incorporation by reference of this opinion and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Offered Securities. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


Very truly yours,

Miles & Stockbridge P.C.

By:		/s/ Emily A. Higgs
		Principal

Exhibit (l)(2)

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Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

January 14, 2025

FS Credit Opportunities Corp.

201 Rouse Boulevard

Philadelphia, PA 19112

Re: Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as counsel to FS Credit Opportunities Corp., a Maryland corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form N-2 (the “Registration Statement”), filed on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to possible offerings from time to time of the following securities of the Company: (1) shares of common stock, par value $0.001 per share, of the Company (“Common Stock”); (2) shares of preferred stock, par value $0.001 per share, of the Company (“Preferred Stock”); (3) rights to purchase Common Stock (“Subscription Rights”); (4) warrants of the Company to purchase Common Stock, Preferred Stock or Debt Securities (“Warrants”); and (5) debt securities (“Debt Securities”) to be issued pursuant to an indenture (the “Indenture”) between the Company and a trustee (the “Trustee”). The Common Stock, Preferred Stock, Subscription Rights, Warrants and Debt Securities are collectively referred to herein as the “Securities.”

The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more supplements to the prospectus included in the Registration Statement (each, a “Prospectus Supplement”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Securities Act, and we express no opinion herein as to any matter other than as to the legality of the Securities.

In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, including the following documents:

(i)

the Registration Statement;

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(ii)

the Articles of Incorporation of the Company (the “Articles”) as reflected in the records of the State Department of Assessments and Taxation of the State of Maryland;

(iii)

the Bylaws of the Company (the “Bylaws”);

(iv)

a certificate of good standing with respect to the Company issued by the State Department of Assessments and Taxation of Maryland as of a recent date; and

(v)

the resolutions of the board of directors of the Company (the “Board of Directors”), relating to, among other things, the authorization and approval of the preparation and filing of the Registration Statement.

As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of agents, officers, directors and representatives of the Company without having independently verified such factual matters.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us and the legal power and authority of all persons signing on behalf of the parties to such documents. We have further assumed that there has been no oral modification of, or amendment or supplement (including any express or implied waiver, however arising) to, any of the agreements, documents or instruments used by us to form the basis of the opinion expressed below.

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:

The Warrants, when (a) duly authorized, executed, authenticated, issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable, valid and binding warrant agreement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

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The Subscription Rights, when duly authorized by the Company and issued in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable subscription certificate and any applicable, valid and binding subscription agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

The Debt Securities, when (a) duly authorized and executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the time of the delivery of any Securities offered pursuant to the Registration Statement and appropriate Prospectus Supplement:

(i)

the Company is duly incorporated and validly existing in good standing under the laws of the State of Maryland;

(ii)

the Board of Directors, including any appropriate committee appointed thereby and/or appropriate officers of the Company, shall have duly (x) established the terms of the Securities and (y) authorized and taken any other necessary corporate or other action to approve the creation, if applicable, issuance and sale of the Securities and related matters;

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(iii)

the resolutions establishing the definitive terms of and authorizing the Company to register, offer, sell and issue the Securities shall remain in effect and unchanged at all times during which the Securities are offered, sold or issued by the Company;

(iv)

at the time of the issue of the Securities, such securities will not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument then-binding upon the Company, and such securities will comply with all requirements and restrictions, if any, applicable to the Company, imposed by any court or governmental or regulatory body having jurisdiction over the Company;

(v)

the definitive terms of each class and series of the Securities not presently provided for in the Registration Statement or the Articles, and the terms of the issuance and sale of the Securities (x) shall have been duly established in accordance with all applicable laws and the Articles and Bylaws, any Indenture, underwriting agreement, warrant agreement and subscription agreement and any other relevant agreement relating to the terms and the offer and sale of the Securities (collectively, the “Documents”) and the authorizing resolutions of the Board of Directors, and reflected in appropriate documentation reviewed by us, and (y) shall not violate any applicable law or the Documents (subject to the further assumption that such Documents have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of (nor constitute any event which with notice, lapse of time or both would constitute a default under or result in any breach of) any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company;

(vi)

the interest rate on the Debt Securities shall not be higher than the maximum lawful rate permitted from time to time under applicable law;

(vii)

the Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities), and any certificates representing the relevant Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities), have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal consideration therefor and have been duly issued and sold in accordance with any relevant agreement and, if applicable, duly authorized, executed and delivered by the Company and any other appropriate party;

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(viii)

each Indenture, warrant agreement and subscription agreement and any other relevant agreement has been duly authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto (other than the Company);

(ix)

the Registration Statement, as amended (including all necessary post-effective amendments), and any additional registration statement filed under Rule 462 under the Securities Act, shall be effective under the Securities Act, and such effectiveness shall not have been terminated or rescinded;

(x)

an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Securities offered thereby;

(xi)

the Securities shall be issued and sold in compliance with all U.S. federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and there shall not have occurred any change in law affecting the validity of the opinions rendered herein;

(xii)

if the Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Securities in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto, or incorporated by reference therein, has been duly authorized, executed and delivered by the Company and the other parties thereto;

(xiii)

the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended; and

(xiv)

in the case of an agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

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The opinions set forth herein as to enforceability of obligations of the Company are subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court or other body before which any proceeding may be brought; (ii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; (iv) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (v) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court may determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

The foregoing opinions are limited to the laws of the State of New York. We express no opinion concerning the laws of any other jurisdiction, and we express no opinion concerning any state securities or “blue sky” laws, rules or regulations, or any federal, state, local or foreign laws, rules or regulations relating to the offer and/or sale of the Securities.

The opinions expressed herein are based upon the law as in effect and the documentation and facts known to us on the date hereof. We have not undertaken to advise you of any subsequent changes in the law or of any facts that hereafter may come to our attention.

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This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(e) with respect to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dechert LLP

Exhibit (n)

Consent of Independent Registered Public Accounting Firm

We consent to the references to our firm under the captions “Financial Highlights and Investment Performance”, “Senior Securities”, and “Independent Registered Public Accounting Firm” in the Prospectus dated January 14, 2025, and included in the Registration Statement (Form N-2) of FS Credit Opportunities Corp. (the “Registration Statement”).

We also consent to the incorporation by reference of our report dated February 29, 2024, with respect to the consolidated financial statements and financial highlights of FS Credit Opportunities Corp. included in the Annual Report to Shareholders (Form N-CSR) for the year ended December 31, 2023, into this Registration Statement, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

January 14, 2025

Exhibit (r)

FS CREDIT OPPORTUNITIES CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(January 2025)

INTRODUCTION

Ethics are important to FS Credit Opportunities Corp. (the “Company, collectively with the Company, “our,” “us” or “we”) and to its management. The Company is committed to the highest ethical standards and to conducting its business with the highest level of integrity.

All Access Persons (as defined herein) of the Company and all Access Persons and associated persons of the Company’s investment adviser, FS Global Advisor, LLC (the “Adviser”), are responsible for maintaining this level of integrity and for complying with the policies contained in this Code of Business Conduct and Ethics (this “Code”). If you have a question or concern about what is proper conduct for you or anyone else, please raise these concerns with the Company’s Chief Compliance Officer or any member of the Company’s management, or follow the procedures outlined in applicable sections of this Code.

This Code has been adopted by the Board of Trustees (the “Board”) of the Company in accordance with Rule 17j-l(c) under the Investment Company Act of 1940, as amended (the “1940 Act”), Item 406 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the May 9, 1994 Report of the Advisory Group on Personal Investing by the Investment Company Institute. Rule 17j-l generally describes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by an investment company registered under the 1940 Act if effected by access persons of such a company.

PURPOSE OF THIS CODE

This Code is intended to:

•

help you recognize ethical issues and take the appropriate steps to resolve these issues;

•

deter ethical violations to avoid any abuse of a position of trust and responsibility;

•

maintain the confidentiality of our business activities;

•

assist you in complying with applicable securities laws;

•

assist you in reporting any unethical or illegal conduct; and

•

reaffirm and promote our commitment to a corporate culture that values honesty, integrity and accountability.

Further, it is the policy of the Company that no affiliated person of our organization shall, in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by the Company:

•

employ any device, scheme or artifice to defraud us;

•

make any untrue statement of a material fact or omit to state to us a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading;

•

engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon us; or

•

engage in any manipulative practices with respect to our business activities.

All Access Persons, as a condition of employment or service or continued employment or service to the Company and the Adviser, as applicable, will acknowledge annually, in writing, that they have received a copy of this Code, read it, and understand that this Code contains our expectations regarding their conduct.

The Chief Compliance Officer, or his or her designee, is responsible for obtaining three quarterly certifications, along with one annual certification, from each Access Person and each Supervised Person, acknowledging that he/she has acted in accordance with the policies and procedures set forth in this Code during the time period and that each Access Person and Supervised Person has read and understands the Code.

We are committed to fostering a culture of compliance. We, therefore, urge any Access Person or Supervised Person to contact the Chief Compliance Officer for any reason. No employee will be penalized, and their employment status will not be jeopardized by communicating with the Chief Compliance Officer. Reports of violations or suspected violations also may be submitted anonymously to the Chief Compliance Officer, by calling the employee hotline at 844-995-4986. Any retaliatory action taken against any person who reports a violation, or a suspected violation of this Code is itself a violation of this Code and cause for appropriate corrective action, including dismissal.

Rule 21F-17(a) under the Securities and Exchange Act of 1934 states that no person may take any action to impede an individual from communicating directly with the Securities and Exchange Commission staff (“SEC”) about a possible securities law violation. Accordingly, if an employee of the Company or the Adviser prefers to do so, such employee may report suspected securities law violations directly to the SEC.

PRINCIPLES OF BUSINESS CONDUCT

All Access Persons of the Company and Access Persons and associated persons of the Adviser will be subject to the following guidelines covering business conduct, except as noted below:

Conflicts of Interest

You must avoid any conflict, or the appearance of a conflict, between your personal interests and our interests. A conflict exists when your personal interests in any way interfere with our interests, or when you take any action or have any interests that may make it difficult for you to perform your job objectively and effectively.

Corporate Opportunities

Each of us has a duty to advance the legitimate interests of the Company when the opportunity to do so presents itself. Therefore, you may not:

•

take for yourself personally opportunities, including investment opportunities, discovered through the use of your position with us or the Adviser, or through the use of either’s property or information;

•

use our or the Adviser’s property, information, or position for your personal gain or the gain of a family member; or

•

compete, or prepare to compete, with us or the Adviser.

Confidentiality

You must not disclose confidential information regarding us, the Adviser, our affiliates, our lenders, our clients, or our other business partners, unless such disclosure is authorized or required by law. Confidential information includes all non-public information that might be harmful to, or useful to the competitors of, the Company, our affiliates, our lenders, our clients, or our other business partners. This obligation will continue until the information becomes publicly available, even after you leave FS Investments, as defined below.

Fair Dealing

You must endeavor to deal fairly with our customers, suppliers and business partners, and any other companies or individuals with whom we do business or come into contact, including fellow employees and our competitors. You must not take unfair advantage of these or other parties by means of:

•

manipulation;

•

concealment;

•

abuse of privileged information;

•

misrepresentation of material facts; or

•

any other unfair-dealing practice.

Protection and Proper Use of Company Assets

Our assets are to be used only for legitimate business purposes. You should protect our assets and ensure that they are used efficiently.

Incidental personal use of telephones, cell phones, fax machines, copy machines, digital scanners, personal computers or tablets and similar equipment is generally allowed if there is no significant added cost to us, it does not interfere with your work duties, and is not related to an illegal activity or to any outside business.

Compliance with Applicable Laws, Rules and Regulations

Each of us has a duty to comply with all laws, rules and regulations that apply to our business. The Company has an insider trading policy with which directors, managers, officers and Access Persons of the Company and the Adviser must comply. A copy of such Statement on the Prohibition of Insider Trading is included as Appendix I of the Company’s Compliance Manual. Please talk to our Chief Compliance Officer if you have any questions about how to comply with the above regulations and other laws, rules and regulations.

In addition, we expect you to comply with all of our policies and procedures that apply to you. We may modify or update our policies and procedures in the future and may adopt new Company policies and procedures from time-to-time. Access persons who are employees of FS Investments are also expected to observe the terms of the Franklin Square Holdings, L.P. Code of Business Conduct and Ethics.

Equal Opportunity; Harassment

We are committed to providing equal opportunity in all of our employment practices including selection, hiring, promotion, transfer, and compensation of all qualified applicants and employees without regard to race, color, sex or gender, sexual orientation, religion, age, national origin, disability, citizenship status, marital status or any other status protected by law. With this in mind, there are certain behaviors that will not be tolerated. These include harassment, violence, intimidation, and discrimination of any kind involving race, color, sex or gender, sexual orientation, religion, age, national origin, disability, citizenship status, marital status, or any other status protected by law.

Gifts and Entertainment

Gifts can appear to compromise the integrity and honesty of our personnel. On the other hand, business colleagues often wish to provide small gifts to others as a way of demonstrating appreciation or interest. We have attempted to balance these considerations in the policy which follows.

No Access Person employed by the Company or Access Person or associated person of the Adviser shall accept a gift that is over $200 in value or invitation that involves entertainment that is over $500 in value from any person or entity that does business with, is likely to do business with, or is soliciting business from, the Company or the Adviser excepts as follows: . (i) payment of out-of-town accommodation expenses by a sponsor of an industry, company or business conference held within the United States involving multiple attendees from outside the firm where your expenses are being paid by the sponsor on the same basis as those other attendees (Access Persons are required to obtain approval from the Chief Compliance Officer, or his or her designee, prior to accepting out-of-town accommodations or travel expenses); (ii) a business gift given to an Access Person from a business or corporate gift list on the same basis as other recipients of the sponsor and not personally selected for such Access Person (e.g., holiday gifts); and (iii) gifts from a sponsor to celebrate or acknowledge a transaction or event that are given to a wide group of recipients and not personally selected for the Access Person (e.g., closing dinner gifts, gifts given at an industry conference or seminar).

As a general rule, Access Persons may not accept an invitation that is excessive (over $500 on a per person basis) or not usual and customary. If an Access Person believes the meal or entertainment might be excessive, he or she must obtain approval from the Chief Compliance Officer. Gifts to the Adviser as a whole or to an entire department (for example, accounting, analysts, etc.) may exceed the $200

limitation, but such gifts must be approved by the Chief Compliance Officer, or his or her designee. Access Persons who are employees of FS may also be subject to further restrictive limitations on gifts as outlined in the Franklin Square Holdings, L.P. Code of Business Conduct and Ethics..

Standards for giving gifts/entertainment are identical to those governing the acceptance of gifts/entertainment (that is, gifts given should be restricted to items worth $200 or less and entertainment provided should be restricted to amounts of $500 or less, subject to pre-approval from the Chief Compliance Officer, or his or her designee, as applicable). On the whole, good taste and judgment must be exercised in both the receipt and giving of gifts/entertainment. Every person subject to this Code must avoid gifts or entertainment that would compromise the Company’s or Adviser’s standing or reputation. If you are offered or receive any gift/entertainment which is either prohibited or questionable, you must inform the Chief Compliance Officer, or his or her designee. Outside Trustees are not subject to these requirements.

All gifts/entertainment, received or given over a de minimus amount of $25, shall be reflected in the gift log (for FS Employees) using ComplySci, the online compliance portal on FS Inside and must contain a basic description of the gift, a good faith estimate of the value of the gift, and the date the gift was received or entertainment attended.

Solicitation of gifts is strictly prohibited.

The direct or indirect giving of, offering to give or promising to give, money or anything of value to a foreign official, a foreign political party or party official, or any candidate for foreign political office in order to corruptly obtain or retain a business benefit, is generally prohibited and is subject to additional requirements and limitations. If you intend to give, offer or promise such a gift, you must inform the Chief Compliance Officer, or his or her designee, immediately.

Accuracy of Company Records

We require honest and accurate recording and reporting of information in order to make responsible business decisions. This requirement includes such data as quality, safety, and personnel records, as well as financial records.

All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to our system of internal controls.

Retaining Business Communications

The law requires us to maintain certain types of corporate records, usually for specified periods of time. Failure to retain those records for those minimum periods could subject us to penalties and fines, cause the loss of rights, obstruct justice, place us in contempt of court, or seriously disadvantage us in litigation.

From time-to-time we establish retention or destruction policies in order to ensure legal compliance. We expect you to fully comply with any published records retention or destruction policies, provided that you should note the following exception: If you believe, or we inform you, that our records are relevant to any litigation or governmental action, or any potential litigation or action, then you must preserve those records until we determine the records are no longer needed. This exception supersedes any

previously or subsequently established destruction policies for those records. If you believe that this exception may apply or have any questions regarding the possible applicability of this exception, please contact our Chief Compliance Officer. The personal records of Outside Trustees are not subject to these requirements.

Please note that Ring Central is the Company’s only approved texting functionality. All business communications sent via text message must be sent through the Ring Central functionality.

Compliance Training

An integral part of the FS Investments’ compliance program is the periodic compliance training that is provided to all employees. It is important that you complete all such compliance training in a timely and thorough manner.

Outside Employment

Without the written consent of the Chief Compliance Officer of the Company, or his or her designee and your manager, no Access Person of the Company or Access Person or associated person of the Adviser is permitted to:

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be engaged in any other financial services business for profit;

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be employed or compensated by any other business for work performed; or

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have a significant (more than 5% equity) interest in any other financial services business, including, but not limited to, banks, brokerages, investment advisers, insurance companies or any other similar business.

Requests for outside employment waivers should be made in writing to the Chief Compliance Officer, or his or her designee, through the ComplySci compliance portal on FS Inside. Such requests should also include the written approval of your manager. Outside Trustees are not subject to these requirements but should give notice to the Chief Compliance Officer, or his or her designee prior to entering into any such engagement or employment.

Service as a Director/Trustee

No Access Person of the Company or Access Person or associated person of the Adviser shall serve as a director/trustee (or member of a similar governing body) or officer of any organization without prior written authorization from the Chief Compliance Officer, or his or her designee. Any request to serve on the board of such an organization must include the name of the entity and its business, the names of the other board members, and a general reason for the request. Such requests must be submitted through ComplySci, the online compliance portal on FS Inside. Outside Trustees are not subject to these requirements but should give notice to the Chief Compliance Officer, or his or her designee, prior to serving as a director/trustee or officer of any such organization.

Political Contributions

Persons associated with the Company, the Adviser or any of their affiliated organizations are subject to FS Investments’ Political Contributions and Pay-to-Play Political Activity Policy. Please consult this policy for specific requirements relating to any proposed political contribution. Outside Trustees are not subject to the pre-clearance or annual disclosure requirements.

Media Relations

We must speak with a unified voice in all dealings with the press and other media. As a result, our Chief Executive Officer, or his or her designee, is the sole contact for media seeking information about the Company or the Adviser. Any requests from the media must be referred to our Chief Executive Officer, or his or her designee.

Intellectual Property Information

Information generated in our business is a valuable asset. Protecting this information plays an important role in our growth and ability to compete. Such information includes, but is not limited to: business and research plans; objectives and strategies; trade secrets; unpublished financial information; salary and benefits data; and lender and other business partner lists. Officer, principals and Access Persons of the Company and the Adviser who have access to our intellectual property information are obligated to safeguard it from unauthorized access and:

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not disclose this information to persons outside of the Company;

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not use this information for personal benefit or the benefit of persons outside of the Company; and

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not share this information with other Access Persons of the Company and the Adviser except on a legitimate “need to know” basis.

Internet and E-Mail Policy

FS Investments provides an e-mail system and Internet access to its employees to help them do their work. You may use the e-mail system and the Internet only for legitimate business purposes in the course of your duties. Incidental and occasional personal use is permitted, but never for personal gain or any improper or illegal use. Further, you are permitted to post information on public forums, such as blogs or social networking sites (e.g., Facebook^®, Twitter^® or LinkedIn^®) outside of work, but you should consider how the use of social media can reflect upon FS Investments. LinkedIn^® postings should be limited to your title and general role within the Company. You may not, however, indicate that you work for us in a public forum if other information posted on that site could cause harm to our reputation. Moreover, information about us (or any interaction with another person) that is posted in a public forum might be construed by the SEC or its staff as an advertisement that is subject to strict regulations. Consequently, you are prohibited from posting information about us or your specific activities within the Company (other than your title and general role within the Company) in any public forum without the explicit pre-approval of the management team and the Chief Compliance Officer, or his or her designee.

You must also consult with the management team and the Chief Compliance Officer, or his or her designee, prior to posting any information in any public forum, where you could be viewed as acting in your capacity as an associated person of the Company. You are prohibited from sharing proprietary information about our operations or investment decisions, or posting any non-public information, in any public forum. You are required to comply, at all relevant times, with the Acceptable Use Policy adopted by FS Investments and applicable to the Company. You are required to comply, at all relevant times, with the Acceptable Use Policy and the Social Media Policy adopted by Franklin Square Capital Partners, L.P. and which is applicable to the Company and the Adviser.

Reporting Violations and Complaint Handling

You are responsible for compliance with the rules, standards and principles described in this Code. In addition, you should be alert to possible violations of this Code by the Company’s or the Adviser’s Access Persons or associated persons, and you are expected to report any violation promptly. Normally, reports should be made to your immediate supervisor. Under some circumstances, it may be impractical, or you may feel uncomfortable raising a matter with your supervisor. In those instances, you are encouraged to contact our Chief Compliance Officer who will investigate and report the matter to our Chief Executive Officer and/or the Board, as the circumstance dictates. You will also be expected to cooperate in any investigation of a violation.

Anyone who has a concern about our conduct, the conduct of an Access Person of the Company or an Access Person or associated Person of the Adviser or our accounting, internal accounting controls or auditing matters, may communicate that concern to the Audit Committee of the Board by direct communication with our Chief Compliance Officer or by e-mail or in writing. All reported concerns shall be promptly forwarded to the Chairperson of the Audit Committee and will be simultaneously addressed by our Chief Compliance Officer in the same way that other concerns are addressed by us. The status of all outstanding concerns forwarded to the Chairperson of the Audit Committee will be reported on a quarterly basis by our Chief Compliance Officer. The Audit Committee may direct that certain matters be presented to the full Board and may also direct special treatment, including the retention of outside advisors or counsel, for any concern reported to it.

All reports will be investigated and, whenever possible, requests for confidentiality shall be honored. While anonymous reports will be accepted, please understand that anonymity may hinder or impede the investigation of a report. All cases of questionable activity or improper actions will be reviewed for appropriate action, discipline or corrective actions. Whenever possible, we will keep confidential the identity of employees, officers, trustees or directors who are accused of violations, unless or until it has been determined that a violation has occurred.

There will be no reprisal, retaliation or adverse action taken against any officer, trustee or Access Person of the Company or Access Person or associated person of the Adviser who, in good faith, reports or assists in the investigation of, a violation or suspected violation, or who makes an inquiry about the appropriateness of an anticipated or actual course of action.

For reporting concerns about the Company’s or the Adviser’s conduct, the conduct of an Access Person of the Company or Access Person or associated person of the Adviser, or about the Company’s or the Adviser’s accounting, internal accounting controls or auditing matters, you may contact the Company at the address set forth below:


ADDRESS:		Chief Compliance Officer
		FS Credit Opportunities Corp.
		201 Rouse Boulevard
		Philadelphia, PA 19112

In the case of a confidential, anonymous submission, employees should set forth their concerns in writing and forward them in a sealed envelope to the Chairperson of the Audit Committee, in care of our Chief Compliance Officer, such envelope to be labeled with a legend such as: “To be opened by the Audit Committee only.”

An Access Person’s violation of this Code and related requirements may result in certain sanctions, as described more fully in Appendix A.

CODE OF ETHICS

The persons specified in the following discussion will be subject to the provisions of this Code of Ethics (this “Code of Ethics”).

Scope of this Code of Ethics

In order to prevent the Company’s Access Persons or Access Persons or associated persons of the Adviser, as defined below, from engaging in any of these prohibited acts, practices or courses of business, the Company has adopted this Code of Ethics which has been approved by the Board.

Definitions

Access Person. “Access Person” means: (i) any director, trustee, officer, partner, employee or Advisory Person (as defined below) of the Company or any associate persons, officers, principals and interested directors of the Adviser and (ii) any director, trustee, officer or general partner of a principal underwriter of the Company who, in the ordinary course of business, has access to non-public information regarding the purchase or sale of Covered Securities (as defined below), or non-public information regarding the portfolio holdings of the Company or who is involved in making investment recommendations to the Company or who has access to such recommendations that are non-public. However, the term “Access Person” shall not include a Disinterested Trustee (as defined below).

Access Persons will be classified under one of the following three categories:

A Tier 1 Access Person (“Tier 1 Access Person”) is defined as an individual, including Supervised Persons, engaged in portfolio management, trading, investment management and/or investment decision-making, and has access to non-public information, as well as information regarding the pipeline(s), purchases or sales of securities of one or more Clients. These roles include, but are not limited to, portfolio analysts, portfolio managers, and traders.

A Tier 2 Access Person (“Tier 2 Access Person”) is defined as an individual who has access to non-public information, but is not involved in portfolio management, trading, investment management and/or investment decision-making of the Adviser.

A Tier 3 Access Person (“Tier 3 Access Person”) is defined as an individual who does not meet the criteria of a Tier 1 Access Person or a Tier 2 Access Person, defined above.

Advisory Person. “Advisory Person” of the Company means: (i) any officer, principal or associated person of the Adviser (or any Sub-adviser of the Company, if applicable) or of any company in a control relationship to the Company or such investment adviser, who, in connection with his or her regular duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security (as defined below) by the Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Company or adviser who obtains information concerning recommendations made to the Company with regard to the purchase or sale of a Covered Security. An “Advisory Person” shall not include a Disinterested Trustee (as defined below).

Automatic Investment Plan. “Automatic Investment Plan” refers to any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.

Beneficial Interest. “Beneficial Interest” includes any entity, person, trust, or account with respect to which an Access Person exercises investment discretion or provides investment advice. A beneficial interest shall be presumed to include all accounts in the name of or for the benefit of the Access Person, his or her spouse, dependent children, or any person living with him or her or to whom he or she contributes economic support.

Beneficial Ownership. “Beneficial Ownership” shall be determined in accordance with Rule 16a-1(a)(2) under the Exchange Act, except that the determination of direct or indirect Beneficial Ownership shall apply to all securities, and not just equity securities, that an Access Person has or acquires. Rule 16a-1(a)(2) provides that the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares a direct or indirect pecuniary interest in any equity security. Therefore, an Access Person may be deemed to have Beneficial Ownership of securities held by members of his or her immediate family sharing the same household, or by certain partnerships, trusts, corporations, or other arrangements.

Blackout Period. “Blackout Period” shall mean that timeframe in which an Access Person or a Disinterested Trustee is not permitted to purchase or sell the securities of the Company. The Company reserves the right to impose an event-driven Blackout Period during which an Access Person or Disinterested Trustee is not permitted to purchase or sell the securities of the Company. Notwithstanding this prohibition, an Access Person or a Disinterested Trustee may purchase or sell securities of the Company during a Blackout Period if such transactions are made pursuant to a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 (“Approved 10b5-1 Plan” as that term is defined in the Statement on the Prohibition of Insider Trading located in Appendix I of the Company’s Compliance Manual). Only Tier 1 and Tier 2 Access Persons shall be subject to the Blackout Period and the corresponding Window Period (as defined below).

Board. “Board” shall mean the Company’s Board of Trustees.

Control. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

Covered Security. “Covered Security” means a security as defined in Section 2(a)(36) of the 1940 Act, except that it does not include: (i) direct obligations of the government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments including repurchase agreements; (iii) shares issued by registered open-end investment companies (i.e., mutual funds) (other than those sponsored by FS Investments); and (iv) exchange traded funds structured as unit investment trusts or open-end funds. A Covered Security also includes any cryptocurrency derivative and any currency forward transaction.

Disinterested Trustee. “Disinterested Trustee” means a trustee of the Company who is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the 1940 Act. The Chief Compliance Officer shall have discretion to determine whether a trustee should be treated as a “Disinterested Trustee” for purposes of this Code of Ethics.

Initial Public Offering. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Limited Offering. “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Section 4(a)(6) or pursuant to Rules 504, 505 or 506 under the Securities Act.

Outside Trustee. “Outside Trustee” means any trustee of the Company other than Michael C. Forman.

Purchase or Sale of a Covered Security. “Purchase or Sale of a Covered Security” is broad and includes, among other things, the writing of an option to purchase or sell a Covered Security, or the use of a derivative product to take a position in a Covered Security.

Restricted List. The “Restricted List” identifies those securities which the Company or its Access Persons may not trade due to some restriction under the securities laws whereby the Company or its Access Persons may be deemed to possess material non-public information about the issuer of such securities. The Restricted List is inclusive of all restricted securities relating to the Company and any other investment vehicle sponsored by FS Investments and may include securities in which FS Investments has invested or is otherwise considering.

Supervised Person. A “Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of any entity that provides investment advice on behalf of the Company and is subject to the supervision and control of the Company; provided, however, that the term “Supervised Person” shall not include a Disinterested Trustee.

Window Period. “Window Period” shall mean that timeframe in which an Access Person or a Disinterested Trustee is permitted to purchase or sell securities of the Company. Typically, the Window Period will remain open at all times unless it is temporarily closed upon the imposition of an event-specific Blackout Period.

Standards of Conduct

1. No Access Person, Supervised Person or Disinterested Trustee shall engage, directly or indirectly, in any business transaction or arrangement for personal profit that is not in the best interests of the Company or its shareholders; nor shall he or she make use of any confidential information gained by reason of his or her employment by or affiliation with the Company, or any of its affiliates, in order to derive a personal profit for himself or herself or for any Beneficial Interest, in violation of the fiduciary duty owed to the Company and its shareholders.

2. A Tier 1 Access Person recommending or authorizing the purchase or sale of a Covered Security by the Company shall, at the time of such recommendation or authorization, disclose any Beneficial Interest in, or Beneficial Ownership of, such Covered Security or the issuer thereof.

3. No Access Person, Supervised Person or Disinterested Trustee shall dispense any information concerning securities holdings or securities transactions of the Company to anyone outside the Company without obtaining prior written approval from our Chief Compliance Officer, or such person or persons as our Chief Compliance Officer may designate to act on his or her behalf. Notwithstanding the preceding sentence, such Access Person may dispense such information without obtaining prior written approval:

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when there is a public report containing the same information;

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when such information is dispensed in accordance with compliance procedures established to prevent conflicts of interest between the Company and its affiliates;

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when such information is reported to the Board; or

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in the ordinary course of his or her duties on behalf of the Company.

4. All personal securities transactions should be conducted consistent with this Code of Ethics and in such manner as to avoid actual or potential conflicts of interest, the appearance of a conflict of interest, or any abuse of an individual’s position of trust and responsibility within the Company.

5. A pre-clearance of an Access Person’s personal security transaction shall be effective for two (2) business days following the receipt of the pre-clearance request. After such timeframe if the transaction is not completed, an Access Person shall be required to submit a new pre-clearance request through the ComplySci portal on FS Inside.

6. All Access Persons are required to comply with all of the provisions of the Code, as applicable. Only violations involving Tier 1 Access Persons and Tier 2 Access Persons shall be subject to the requirement that the Company’s Chief Compliance Officer report such violations to the Board.

Restricted Transactions

General Prohibition. No Access Person shall purchase or sell, directly or indirectly, any Covered Security (including any security issued by the issuer of such Covered Security) unless such Access Person shall have obtained prior written approval for such purpose from our Chief Compliance Officer, or his or her designee.

An Access Person who becomes aware that the Company is considering the purchase or sale of any Covered Security must immediately notify our Chief Compliance Officer, or his or her designee, of any interest that such Access Person may have in any outstanding Covered Security (including any security issued by the issuer of such Covered Security).

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An Access Person shall similarly notify our Chief Compliance Officer, or his or her designee, of any other interest or connection that such Access Person might have in or with such issuer.

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Once an Access Person becomes aware that the Company is considering the purchase or sale of a Covered Security in its portfolio, such Access Person may not engage in any transaction in such Covered Security (including any security issued by the issuer of such Covered Security). Accordingly, any pre-clearance request by such Access Person with respect to such Covered Security will be denied.

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The foregoing notifications or permission may be provided orally but should be confirmed in writing as soon and with as much detail as possible.

Securities Appearing on Portfolio Reports, Pipeline Reports and the Restricted List. The holdings of the Company’s portfolio are detailed in the Portfolio Report that will be updated, as necessary. Access Persons will receive, as frequently as necessary, the names of those entities that are being considered for investment by the Company in the Company’s Pipeline Report.

Initial Public Offerings and Limited Offerings. Access Persons of the Company must obtain approval from our Chief Compliance Officer, or his or her designee, before, directly or indirectly, acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering.

Securities Under Review. No Access Persons shall execute a securities transaction in any security issued by an entity that the Company owns in its portfolio or is considering for purchase or sale unless such Access Person shall have obtained prior written approval (pre-clearance) for such purpose from our Chief Compliance Officer, or his or her designee.

Trading in the Company’s Securities. No Access Person or Disinterested Trustee may purchase or sell (tender) the Company’s securities during a Blackout Period unless the purchase or sale is made pursuant to an Approved 10b5-1 Plan as that term is defined in the Company’s Statement on the Prohibition of Insider Trading (see Appendix I of the Company’s Compliance Manual). In addition, all other purchases and sales of the Company’s securities can only occur during an open Window Period. All purchases and sales of the Company’s securities during an open Window Period must be pre-cleared by the CCO or his or her designee using the Company’s online compliance portal, ComplySci. on “FS Inside,” the intranet website provided and maintained by the Company’s sponsor, FS Investments. See also the Company’s Statement on the Prohibition of Insider Trading.

Acquisition of Shares in Companies that Access Persons Hold Through Limited Offerings. Access Persons who have been authorized to acquire securities in a Limited Offering must disclose that investment to our Chief Compliance Officer, or his or her designee, when they are involved in the Company’s subsequent consideration of an investment in the issuer, and the Company’s decision to purchase such securities must be independently reviewed by Advisory Persons with no personal interest in that issuer.

Management of the Restricted List

Our Chief Compliance Officer, or his or her designee, will manage placing and removing names from the Company’s Restricted List. Should an Access Person learn of material non-public information concerning the issuer of any security, that information must be provided to our Chief Compliance Officer, or his or her designee, so that the issuer can be included on the Restricted List. The Chief Compliance Officer will note the nature of the information learned, the time the information was learned and the other persons in possession of this information. The Chief Compliance Officer, or his or her designee, will maintain this information in a log. Upon the receipt of such information, our Chief Compliance Officer, or his designee, will revise the Restricted List.

The Adviser, any affiliated investment advisers, or any non-discretionary sub-adviser (if applicable) will be directed to advise the Company when they have obtained information that causes them to be restricted from trading in the securities of any of the names appearing in the Company’s Pipeline or Portfolio Reports (as discussed above). This information will be provided to our Chief Compliance Officer, or his or her designee, who will add the name(s) to the Restricted List. Any non-discretionary Sub-Advisers (if applicable) or affiliated investment advisers, will also be required to notify the Company’s Chief Compliance Officer, or his or her designee, if they are restricted from trading in the securities of any of the issuers discussed with the Company for possible inclusion in the Company’s portfolio.

The contents of the Restricted List are highly confidential and must not be disclosed to any person or entity outside of the Company absent approval of our Chief Compliance Officer, or his or her designee, or the Chief Executive Officer.

Procedures to Implement this Code of Ethics

The following reporting procedures have been established to assist Access Persons in avoiding a violation of this Code of Ethics, and to assist the Company in preventing, detecting and imposing sanctions for violations of this Code of Ethics. Every Access Person must follow these procedures. Questions regarding these procedures should be directed to our Chief Compliance Officer.

All Access Persons are subject to the reporting requirements set forth in the next section, except as follows:

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with respect to transactions effected for, and Covered Securities (including any security issued by the issuer of such Covered Security) held in, any account over which the Access Person has no direct or indirect influence or control; and

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those transactions effected pursuant to an Automatic Investment Plan.

Reporting Requirements

The Company shall appoint a Chief Compliance Officer who shall furnish each Access Person with a copy of this Code of Ethics along with the other sections of this Code, and any amendments, upon commencement of employment by or affiliation with the Company or the Adviser and may distribute any updates to the Code via electronic means thereafter.

Each Access Person is required to certify, through a written acknowledgment, within 10 days of commencement of employment or affiliation with the Company or the Adviser, that he or she has received, read and understands all aspects of this Code of Ethics and recognizes that he or she is subject to the provisions and principles detailed herein. In addition, our Chief Compliance Officer shall notify each Access Person of his or her obligation to file an initial holdings report, quarterly transaction reports, and annual holdings reports, as described below.

Pre-Clearance Requests Policy

FS Investments and its personnel are subject to certain laws and regulations governing personal securities trading. The pre-clearance request process is designed to reasonably mitigate personal securities transactions from, intentionally or unintentionally, interfering or conflicting with the investment directives of FS Investments, its clients, and/or business partners.

All Access Persons (as defined herein) of the Company, all Access Persons of the Adviser, and employees of Franklin Square Holdings L.P. are required to abide by the following pre-clearance policy.

Note - Disinterested Trustees (as defined herein) of the Company are not required to pre-clear securities transactions.

Pre-clearance approval from the Chief Compliance Officer, or his or her designee, must be obtained prior to entering into any securities transaction, unless such purchase or sale is made in the following plan or account type:

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An approved 10b5-1 plan (as defined in the Statement on the Prohibition on Insider Trading).

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A variable insurance contract held exclusively in a sub-account of an insurance company.

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An account in which you have no direct or indirect influence or control over the account, or the securities held therein (such as, a managed account where you do not maintain discretion) is also exempt from the pre-clearance request requirements.

Regardless of how owned, the following securities and investments do not require pre-clearance:

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A bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

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A money market instrument.

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An open-end fund/mutual fund (other than one sponsored by FS Investments) (Please be reminded that any product sponsored by FS Investments, regardless of its structure, must be pre-cleared and certain products sponsored by FS Investments may be subject to a black-out period.)

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An exchange-traded fund.

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A U.S. government security.

Pre-clearance requests should be submitted using the online compliance portal, ComplySci, that can be accessed via FS Inside, the intranet website provided and maintained by the Company’s sponsor, FS Investments. The pre-clearance request shall include the following:

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Name;

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Date of the pre-clearance request;

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The name of the broker who will execute the transaction;

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The name of the security, the type of security, and estimated trade value in dollars; and

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Whether the transaction is a purchase or sale.

In determining whether to approve the transaction, the Chief Compliance Officer, or his or her designee, will consider whether the opportunity to purchase or sell such securities creates an actual or potential conflict of interest or whether you are being offered the opportunity because of your position. The Chief Compliance Officer, or his or her designee, will document and communicate the approval or disapproval of each such request via the ComplySci portal.

Initial Holdings Reports

Each Access Person must, no later than 10 days after the person becomes an Access Person, submit to our Chief Compliance Officer, or his or her designee. a report of the Access Person’s current securities holdings. The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. The report must include the following:

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the title and type of the security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares held for each security, and the principal amount;

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the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

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the date the Access Person submits the report.

Quarterly Certifications

Each Access Person must, no later than 30 days after the end of each calendar quarter, confirm to our Chief Compliance Officer, or his or her designee, all of the Access Person’s transactions involving a Covered Security (including any security issued by the issuer of such Covered Security) in which the Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership during the calendar quarter most recently ending. Disinterested Trustees must provide such confirmation or file such a report if such trustee knew or, in the ordinary course of fulfilling his or her official duties as a trustee of the Company, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Covered Security by the trustee such Covered Security is or was purchased or sold by the Company or the Adviser or the Company or the Adviser considered purchasing or selling such Covered Security. The Access Person must confirm the following information:

•

the date of the transaction;

•

the title and, as applicable, the exchange ticker symbol or CUSIP number, of each reportable security involved, the interest rate and maturity date of each reportable security involved, the number of shares of each reportable security involved, and the principal amount of each reportable security involved;

•

the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);

•

the price of the security at which the transaction was effected;

•

the name of the broker, dealer or bank with or through which the transaction was effected, and the date the account(s) were established; and

•

the date the Access Person confirms such transactions or submits a report.

With respect to any account established by an Access Person during the reporting quarter in which any Covered Securities were held for the direct or indirect benefit of the Access person, the Access Person must report (a) the name of the broker, dealer or bank with whom the Access Person established the account, (b) the date the account was established, and (c) the date the information is submitted.

This certification will be sent to each Access Person via the ComplySci portal.

Annual Certification

Each Access Person must confirm to our Chief Compliance Officer, or his or her designee, an annual holdings report reflecting holdings as of a date no more than 45 days before the confirmation or report is submitted. The Annual Certification must be submitted at least once every 12 months, on a date to be designated by the Company. Our Chief Compliance Officer, or his or her designee, will notify every Access Person of the date. Each confirmation or report must include:

•

the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

•

the date the Access Person submits the confirmation or report.

The annual certification request will be distributed to each Access Person via the ComplySci portal.

All Access Persons and Disinterested Trustees must also annually certify, through a written acknowledgment, to our Chief Compliance Officer, or his or her designee, that: (1) they have read, understood and agree to abide by this Code of Ethics; (2) they have complied with all applicable requirements of this Code of Ethics; and (3) if required, they have reported all transactions and holdings that they are required to report under this Code of Ethics.

ADMINISTRATION OF THIS CODE

Our Chief Compliance Officer has overall responsibility for administering this Code and reporting on the administration of and compliance with this Code and related matters to our Board.

Our Chief Compliance Officer shall review all reports to determine whether any transactions recorded therein constitute violations of this Code. Before making any determination that a violation has been committed by a person subject to this Code, such person shall be given an opportunity to supply additional explanatory material. Our Chief Compliance Officer shall maintain copies of the reports as required by Rule 17j-1(f) under the 1940 Act.

No less frequently than annually, our Chief Compliance Officer must furnish to the Board, and the Board must consider, a written report that describes any issues arising under this Code or its procedures since the last report to the Board, including, but not limited to, information about material violations of this Code or its procedures and any sanctions imposed in response to material violations. This report should also certify that the Company has adopted procedures reasonably designed to prevent persons subject to this Code from violating this Code.

SANCTIONS FOR CODE VIOLATIONS

All violations of this Code will result in appropriate corrective action, up to and including dismissal. See Appendix A for a description of sanctions that can result from such Code violations.

APPLICATION/WAIVERS

All Access Persons of the Company and all Access persons and associated persons of the Adviser are subject to this Code.

Insofar as other policies or procedures of the Company or the Adviser govern or purport to govern the behavior or activities of all persons who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.

Any amendment or waiver of this Code for an executive officer or member of the Board must be made by the Board and disclosed on Form N-CSR.

RECORDS

The Company shall maintain records with respect to this Code in the manner and to the extent set forth below, which records may be maintained on microfilm or electronic storage media under the conditions described in Rule 31a-2(f) under the 1940 Act and shall be available for examination by representatives of the SEC:

1. A copy of this Code and any other code of ethics of the Company that is, or at any time within the past five years has been, in effect shall be maintained in an easily accessible place;

2. A record of any violation of this Code and of any action taken as a result of such violation shall be maintained in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

3. A copy of each report made by an Access Person or duplicate account statement received pursuant to this Code, shall be maintained for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

4. A record of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

5. A copy of each report made to the Board shall be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

6. A record of any decision, and the reasons supporting the decision, to approve the direct or indirect acquisition by an Access Person of Beneficial Ownership in any securities in an Initial Public Offering or a Limited Offering shall be maintained for at least five years after the end of the fiscal year in which the approval is granted.

REVISIONS AND AMENDMENTS

This Code may be revised, changed or amended at any time by the Board. Following any material revisions or updates, an updated version of this Code will be distributed to you and will supersede the prior version of this Code effective upon distribution. We may ask you to sign an acknowledgement confirming that you have read and understood any revised version of this Code, and that you agree to comply with the provisions thereof.

Appendix A

Code of Business Conduct and Ethics Sanctions

Upon discovering a violation of the Code of Ethics (“Code”), FS Investments (“FS”) may impose sanctions as it deems appropriate, including, without limitation, a letter warning, disgorgement of profits, termination of trading privileges or suspension or termination of the Access Person, dependent, in part, on the materiality of the violation. A Material Violation includes any active trading violations (i.e., failure to pre-clear a trade, short-term trading, etc.). A Non-Material violation includes any reporting violations (e.g., not disclosing a new account within the required time frame, not certifying to transactions by the deadline).

The schedule below is not all inclusive and is intended to serve as a guideline for the imposition of a sanction. Violations will be aggregated during a 12-month time period:

Non-Material Violations:

1^st Violation: Recorded warning to the Access Person that the Code has been violated and a review of the requirements of the Code.

2^nd Violation: Written notification to the Access Person, with a copy to the Access Person’s supervisor and a review of the requirements of the Code.

3^rd Violation: Written notification to the Access Person, Access Person’s Supervisor and to the CEO and CIO of the FS, as well as another review of the requirements of the Code.

Material Violations:

1^st Violation: Written notification to the Access Person that the Code has been violated, with a copy to the Access Person’s supervisor and a review of the requirements of the Code.

2^nd Violation: Written notification to the Access Person, Access Person’s Supervisor, CEO and CIO, as well as a 5-business day suspension of trading privileges. Compliance will review, with the Access Person, the requirements of the Code.

3^rd Violation: Written notification to the Access Person, Access Person’s Supervisor, CEO and CIO, as well as a 10-business day suspension of trading privileges. At this point, it will be up to the CCO, CIO, and CEO to determine whether one or more of the following are appropriate: a disgorgement of profits (such disgorgement to be donated to a mutually agreed-upon charity), termination of trading privileges, termination of the Access Person, and/or any other additional sanctions deemed appropriate.

Exhibit (s)(1)

EX. FILING FEES

Calculation of Filing Fee Tables

Form N-2

(Form Type)

FS CREDIT OPPORTUNITIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities



	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid	Equity	Common Stock, $0.001 par value per share	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—

Fees to Be Paid	Equity	Preferred Stock, $0.001 par value per share	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—

Fees to Be Paid	Other	Warrants	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—

Fees to Be Paid	Other	Subscription Rights	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—

Fees to be paid	Debt	Debt Securities(3)	Rule 456(b) and Rule 457(r)	(1)	(1)	(1)	(2)	(2)	—	—	—	—

Fees Previously Paid												—

	Total Offering Amounts											—

	Total Fees Previously Paid					—						—

	Total Fee Offsets											$ —

	Net Fee Due											—

(1)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered and sold hereunder by FS Credit Opportunities Corp. (the “registrant”) at indeterminate prices. Warrants may represent rights to purchase common stock, preferred stock or debt securities as may from time to time be offered hereunder by the registrant at indeterminate prices. This registration statement also covers an indeterminate amount of common stock that may be issued in exchange for, or upon conversion or exercise of, as the case may be, the subscription rights to purchase shares of common stock registered hereunder.

(2)	In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees and will pay any registration fees subsequently in advance or on a pay-as-you-go basis.

(3)	Debt securities may be issued at an original issue discount.

N-2 - USD ($)

3 Months Ended

Jan. 14, 2025

Dec. 31, 2024

^[11]

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Cover [Abstract]

Entity Central Index Key

0001568194

Amendment Flag

false

Entity Inv Company Type

N-2

Securities Act File Number

333-00000

Document Type

N-2ASR

Document Registration Statement

true

Pre-Effective Amendment

false

Post-Effective Amendment

false

Investment Company Act Registration

false

Entity Registrant Name

FS CREDIT OPPORTUNITIES CORP.

Entity Address, Address Line One

201 Rouse Boulevard

Entity Address, City or Town

Philadelphia

Entity Address, State or Province

Entity Address, Postal Zip Code

19112

City Area Code

215

Local Phone Number

495-1150

Approximate Date of Commencement of Proposed Sale to Public

From time to time after the effective date of this Registration Statement.

Dividend or Interest Reinvestment Plan Only

false

Delayed or Continuous Offering

true

Primary Shelf [Flag]

true

Effective Upon Filing, 462(e)

true

Additional Securities Effective, 413(b)

false

Effective when Declared, Section 8(c)

false

Registered Closed-End Fund [Flag]

true

Business Development Company [Flag]

false

Interval Fund [Flag]

false

Primary Shelf Qualified [Flag]

true

Entity Well-known Seasoned Issuer

Yes

Entity Emerging Growth Company

false

New CEF or BDC Registrant [Flag]

false

Fee Table [Abstract]

Shareholder Transaction Expenses [Table Text Block]


Common Shareholder transaction expenses
Sales load (as a percentage of offering price) (1)		—
Offering expenses borne by the Fund (excluding Preferred Shares Offering Expenses) ( as a percentage of offering price ) (2)		—
Dividend reinvestment and optional cash purchase plan fees: ( per share for open-market purchases of common shares ) (3)
Fee for Open Market Purchases of Common Shares		$ 0.03 (per share)
Sales of Shares Held in a Dividend Reinvestment Account		$ 0.03 (per share)

(1)	If Common Shares or Preferred Shares are sold to or through underwriters, a prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund.

(2)	Offering expenses payable by the Fund will be deducted from the proceeds, before expenses, to the Fund.

(3)

Sales Load [Percent]

^[1]

0.00%

Other Transaction Expenses [Abstract]

Other Transaction Expenses [Percent]

^[2]

0.00%

Annual Expenses [Table Text Block]


	Annual expenses (as a percentage of net assets attributable to Common Shares)
Management fee (4)		2.05	%
Incentive fee (5)		1.53	%
Interest expenses on bank borrowings (6)		2.53	%
Dividends on Preferred Shares (7)		1.38	%
Other expenses (8)		1.11	%
Total annual expenses		8.60	%

(4)

(5)

The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s

“pre-incentive

“catch-up”

(6)

(7)

(8)

Management Fees [Percent]

^[3]

2.05%

Interest Expenses on Borrowings [Percent]

^[4]

2.53%

Dividend Expenses on Preferred Shares [Percent]

^[5]

1.38%

Incentive Fees [Percent]

^[6]

1.53%

Other Annual Expenses [Abstract]

Other Annual Expenses [Percent]

^[7]

1.11%

Total Annual Expenses [Percent]

8.60%

Expense Example [Table Text Block]

Example


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return:	$	70	$	206	$	336	$	638

Expense Example, Year 01

$ 70

Expense Example, Years 1 to 3

206

Expense Example, Years 1 to 5

336

Expense Example, Years 1 to 10

$ 638

Purpose of Fee Table , Note [Text Block]

Basis of Transaction Fees, Note [Text Block]

as a percentage of offering price

Other Transaction Fees, Note [Text Block]

Offering expenses payable by the Fund will be deducted from the proceeds, before expenses, to the Fund.

Other Expenses, Note [Text Block]

Management Fee not based on Net Assets, Note [Text Block]

Acquired Fund Incentive Allocation, Note [Text Block]

The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s

“pre-incentive

“catch-up”

Financial Highlights [Abstract]

Senior Securities [Table Text Block]


As of December 31,	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidation Preference per Unit (3)		Average Market Value per Unit (4) (Exclude Bank Loans)
2014	$	157,721		4.45		—		N/A
2015	$	346,525		3.63		—		N/A
2016	$	507,230		3.78		—		N/A
2017	$	621,212		3.33		—		N/A
2018	$	512,133		3.70		—		N/A
2019	$	325,427		5.56		—		N/A
2020	$	685,000		3.10		—		N/A
2021	$	835,000		2.80		—		N/A
2022	$	685,000		2.76		—		N/A
2023	$	690,000		2.99		—		N/A
2024 (as of June 30, 2024, unaudited)	$	685,000		3.07		—		N/A

(1)	Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented.

(2)

(3)

(4)	Not applicable because senior securities are not registered for public trading.

Senior Securities Amount

^[8]

$ 685,000

$ 690,000

$ 685,000

$ 835,000

$ 685,000

$ 325,427

$ 512,133

$ 621,212

$ 507,230

$ 346,525

$ 157,721

Senior Securities Coverage per Unit

^[9]

$ 3.07

$ 2.99

$ 2.76

$ 2.8

$ 3.1

$ 5.56

$ 3.7

$ 3.33

$ 3.78

$ 3.63

$ 4.45

Preferred Stock Liquidating Preference

^[10]

$ 0

Senior Securities, Note [Text Block]

SENIOR SECURITIES


As of December 31,	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidation Preference per Unit (3)		Average Market Value per Unit (4) (Exclude Bank Loans)
2014	$	157,721		4.45		—		N/A
2015	$	346,525		3.63		—		N/A
2016	$	507,230		3.78		—		N/A
2017	$	621,212		3.33		—		N/A
2018	$	512,133		3.70		—		N/A
2019	$	325,427		5.56		—		N/A
2020	$	685,000		3.10		—		N/A
2021	$	835,000		2.80		—		N/A
2022	$	685,000		2.76		—		N/A
2023	$	690,000		2.99		—		N/A
2024 (as of June 30, 2024, unaudited)	$	685,000		3.07		—		N/A

(1)	Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented.

(2)

(3)

(4)	Not applicable because senior securities are not registered for public trading.

General Description of Registrant [Abstract]

Risk Factors [Table Text Block]

RISK FACTORS

The information contained under the heading “Summary of Updated Information Regarding the Fund—Principal Risk Factors” in the Fund’s Annual Report on Form

N-CSR

Risk [Text Block]

The information contained under the heading “Summary of Updated Information Regarding the Fund—Principal Risk Factors” in the Fund’s Annual Report on Form

N-CSR

Effects of Leverage [Text Block]

LEVERAGE

Share Price [Table Text Block]

Our common stock has been listed on the NYSE since November 14, 2022 and trades under the ticker symbol “FSCO”.


For the Three Months Ended (unless otherwise indicated)				Closing Sales Price						Premium / (Discount) of High Sales Price to NAV (2)			Premium / (Discount) of Low Sales Price to NAV (2)
For the Three Months Ended (unless otherwise indicated)	NAV per Share (1)			High			Low			Premium / (Discount) of High Sales Price to NAV (2)			Premium / (Discount) of Low Sales Price to NAV (2)
Fiscal Year Ended December 31, 2022
March 31, 2022	$	7.36			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
June 30, 2022		6.90			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
September 30, 2022		6.62			N/A	(3)		N/A	(3)		N/A	(3)		N/A	(3)
December 31, 2022		6.33			5.79			4.22			(-9	)%		(-33	)%
Fiscal Year Ended December 31, 2023
March 31, 2023		6.35			5.14			4.12			(-19	)%		(-35	)%
June 30, 2023		6.68			4.75			4.17			(-29	)%		(-38	)%
September 30, 2023		6.98			5.45			4.83			(-22	)%		(-31	)%
December 31, 2023		6.92			5.89			5.30			(-15	)%		(-23	)%
Fiscal Year Ended December 31, 2024
March 31, 2024		7.14			5.99			5.55			(-16	)%		(-22	)%
June 30, 2024		7.15			6.49			5.78			(-9	)%		(-19	)%
September 30, 2024		7.21			6.61			5.97			(-8	)%		(-17	)%
December 31, 2024		7.15	(4)		6.82			6.35			(-5	)%		(-11	)%

(1)	Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period.

(2)	Calculated as the respective high or low closing sale price less net asset value, divided by net asset value (in each case, as of the applicable period).

(3)	The Fund listed on the NYSE on November 14, 2022.

(4)	Estimated NAV as of December 31, 2024.

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Capital Stock [Table Text Block]

Capital Stock

2023-A

Term Preferred Shares”), 55,000 shares classified as Term Preferred Shares, Series 2023 – Fixed Rate (the “Series

2023-B

2025-2

(the “Series

2025-2

2023-A

Term Preferred Shares, Series

2023-B

Term Preferred Shares, Series 2026 Term Preferred Shares, Series 2025 Term Preferred Shares and Series

2025-2

The following are our outstanding classes of equity securities as of December 31, 2024:


Title of Class	Amount Authorized		Amount Held by Us or for Our Account		Amount Outstanding
Common Stock, par value $0.001 per share		750,000,000		—		198,355,867
Preferred Stock, par value $0.001 per share		50,000,000		—		500,000

Common Stock

one-third

of the votes entitled to be cast at a meeting of stockholders will constitute a quorum

Preferred Stock

General

Dividends accrue on our existing shares of Preferred Stock at rates that vary by series and that increase upon the occurrence of certain events, as further described below.

Each of our existing series of Preferred Stock ranks senior in right of payment to our common stock and ranks equal in right of payment with each other series of Preferred Stock.

We are obligated to redeem our existing shares of preferred stock on dates that vary by series, unless redeemed in accordance with their terms prior to such date, as further described below.

For a description of our preferred stock, see “Description of Our Preferred Stock” in this Prospectus.

Outstanding Securities [Table Text Block]

The following are our outstanding classes of equity securities as of December 31, 2024:


Title of Class	Amount Authorized		Amount Held by Us or for Our Account		Amount Outstanding
Common Stock, par value $0.001 per share		750,000,000		—		198,355,867
Preferred Stock, par value $0.001 per share		50,000,000		—		500,000

Business Contact [Member]

Cover [Abstract]

Entity Address, Address Line One

201 Rouse Boulevard

Entity Address, City or Town

Philadelphia

Entity Address, State or Province

Entity Address, Postal Zip Code

19112

Contact Personnel Name

Michael C. Forman

Common Stocks [Member]

General Description of Registrant [Abstract]

Lowest Price or Bid

$ 6.35

$ 5.97

5.78

$ 5.55

5.3

$ 4.83

$ 4.17

$ 4.12

4.22

Highest Price or Bid

$ 6.82

$ 6.61

$ 6.49

$ 5.99

$ 5.89

$ 5.45

$ 4.75

$ 5.14

$ 5.79

Highest Price or Bid, Premium (Discount) to NAV [Percent]

^[12]

(5.00%)

(8.00%)

(9.00%)

(16.00%)

(15.00%)

(22.00%)

(29.00%)

(19.00%)

(9.00%)

Lowest Price or Bid, Premium (Discount) to NAV [Percent]

^[12]

(11.00%)

(17.00%)

(19.00%)

(22.00%)

(23.00%)

(31.00%)

(38.00%)

(35.00%)

(33.00%)

NAV Per Share

^[13]

$ 7.15

^[11]

$ 7.15

$ 7.21

$ 7.15

$ 7.14

$ 6.92

$ 6.98

$ 6.68

$ 6.35

$ 6.33

$ 6.62

$ 6.9

$ 7.36

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Security Title [Text Block]

Common Stock

Outstanding Security, Title [Text Block]

Common Stock, par value $0.001 per share

Outstanding Security, Authorized [Shares]

750,000,000

Outstanding Security, Held [Shares]

Outstanding Security, Not Held [Shares]

198,355,867

Capital Stock [Member]

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Security Title [Text Block]

Capital Stock

Preferred Stocks [Member]

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Security Title [Text Block]

Preferred Stock

Outstanding Security, Title [Text Block]

Preferred Stock, par value $0.001 per share

Outstanding Security, Authorized [Shares]

50,000,000

Outstanding Security, Held [Shares]

Outstanding Security, Not Held [Shares]

500,000

Sales Of Shares Held In A Dividend Reinvestment Account [Member]

Fee Table [Abstract]

Dividend Reinvestment and Cash Purchase Fees

^[14]

$ 0.03

Fee For Open Market Purchases Of Common Shares [Member]

Fee Table [Abstract]

Dividend Reinvestment and Cash Purchase Fees

^[14]

$ 0.03

[1]	If Common Shares or Preferred Shares are sold to or through underwriters, a prospectus supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund.
[2]	Offering expenses payable by the Fund will be deducted from the proceeds, before expenses, to the Fund.
[3]	Our base management fee under the investment advisory agreement is payable quarterly in arrears and is calculated at an annual rate of 1.35% of the Fund’s average daily gross assets, (gross assets equals total assets set forth on the Fund’s consolidated statement of assets and liabilities). Management fees are calculated and payable quarterly in arrears.
[4]	The calculation assumes (i) $2.41 billion in total assets, (ii) a weighted average cost of funds of 7.50%, (iii) $550 million in debt outstanding (i.e., assumes that the maximum amount of available borrowings under our current debt facilities that we are permitted under the 1940 Act minimum asset coverage requirement is outstanding as of June 30, 2024) and (iv) $1.68 billion in stockholders’ equity. The Fund currently intends during the next twelve months to maintain a similar proportionate amount of borrowings but may increase such amount to 33 1/3% of the average daily value of the Fund’s total assets.
[5]	Based on 400,000 Preferred Shares outstanding as of June 30, 2024 with an aggregate liquidation preference of $400 million and a weighted average annual dividend rate equal to 4.83% of such liquidation preference. The costs associated with the Preferred Shares are borne entirely by Common Shareholders.
[6]	The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, and is subject to a preferred return rate, expressed as a rate of return on the Fund’s net assets, equal to 1.50% per quarter (or an annualized hurdle rate of 6.00%), subject to a “catch-up” feature. The amount in the table above assumes that the subordinated incentive fee on income will be 1.53% of average net assets. This figure is based on the annualized incentive fees on income accrued for the six months ended June 30, 2024, recalculated based on the base management fee and incentive fee in the investment advisory agreement, and assumes that such amount represents the incentive fees on income that will be payable over the twelve months following June 30, 2024. The actual incentive fee on income as a percentage of our average net assets may be higher than this amount.
[7]	Other expenses include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to our directors who do not also serve in an executive officer capacity for us or the Adviser. The amount presented in the table reflects annualized results of our operations for the six months ended June 30, 2024.
[8]	Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented.
[9]	Asset coverage per unit is the ratio of the carrying value of our total consolidated assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities and preferred shares, to the aggregate amount of senior securities and preferred shares outstanding representing indebtedness.
[10]	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
[11]	Estimated NAV as of December 31, 2024.
[12]	Calculated as the respective high or low closing sale price less net asset value, divided by net asset value (in each case, as of the applicable period).
[13]	Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period.
[14]	The estimated expenses associated with our distribution reinvestment plan are included in “Other expenses.” You will pay brokerage charges if you direct your broker or the plan agent to sell your shares that you acquired pursuant to the Distribution Reinvestment Plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s Dividend Reinvestment Plan. See “Distribution Reinvestment Plan.”

Fs Credit Opportunities (NYSE:FSCO)
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Fs Credit Opportunities (NYSE:FSCO)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025

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