Common use of Independent Valuation Firm Clause in Contracts

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. Date of Valuation Update: , 20 Bank Loans [ ] % 35.0 % [pass/fail] Single Obligor (Largest) [ ] % 12.0 % [pass/fail] Single Obligor (Fourth Largest) [ ] % 8.0 % [pass/fail] Structured Finance Obligations / Finance Leases [ ] % 10.0 % [pass/fail] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] % 20.0 % [pass/fail] Participations held < 60 days (or < 90 if 30 day extension given) [ ] % 10.0 % [pass/fail] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] % 0.0 % [pass/fail] Assets other than as specified above [ ] % 0.0 % [pass/fail]

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: ED Title: Executive Vice President The purpose of this amended and restated confirmation, dated as of September 26, 2012 (the “Confirmation” and such date, the “Amendment Date”), is to amend and restate the terms and conditions of the confirmation dated July 21, 2011, as initially revised February 15, 2012 (with such initial revision, the “Original Confirmation”), as initially amended and restated February 15, 2012 in respect of the terms of a series of repurchase transactions (each, a “Series Transaction”) between JPMorgan Chase Bank, National Association, London branch (“JPMCB”) and Race Street Funding LLC (“Race Street”). This Confirmation supplements, forms a part of and is subject to the Global Master Repurchase Agreement, dated as of July 21, 2011, between JPMCB and Race Street (as amended on September 26, 2012, and as amended and supplemented further from time to time, the “Master Agreement”) and supersedes the Original Confirmation in its entirety. Except as expressly modified hereby, all provisions contained in, or incorporated by reference into, the Master Agreement shall govern this Confirmation and the Series Transactions. In the event of any inconsistencies between the Master Agreement and this Confirmation, this Confirmation will govern. This Confirmation shall become effective, and shall amend and restate the Original Confirmation, in each case as of the Amendment Date. Capitalised terms not defined herein have the meaning ascribed to them in the Master Agreement. Contract Date July 21, 2011 Purchased Securities The Class A Floating Rate Notes, due 2023, with a maximum principal amount of Valuation Updateup to USD 840,000,000 (the “CLO Notes”), issued by Locust Street Funding LLC (the “CLO Issuer”) under the Indenture, dated as of July 21, 2011, as amended by the Supplemental Indenture No. 1 dated as of February 15, 2012, and as further amended by the Amended and Restated Indenture dated as of September 26, 2012 (the “CLO Indenture”), between the CLO Issuer and Citibank, N.A., as trustee (the “CLO Trustee”). CUSIP, ISIN or Other Identifying Number: For Purchased Securities, 20 Bank Loans [ ] % 35.0 % [pass/fail] Single Obligor as set forth below: Class A Notes 540141 AA6 The CLO Notes, whether in Global Note form or 144A transferable, will be treated as fungible. Buyer: JPMCB Seller: Race Street Purchase Date: The Purchase Date for the initial Series Transaction will be the CLO Closing Date and any Ramp-up Date and the Purchase Date for each subsequent Series Transaction will be each succeeding CLO Payment Date up to and including the Final Purchase Date; provided, the Amendment Date shall be a Purchase Date and any Series Transaction to occur on such Amendment Date shall be completed in accordance with the terms hereof. The Seller shall deliver the Purchased Securities on each Purchase Date; and the Buyer will purchase the Purchased Securities on each such Purchase Date, subject only to (Largesti) [ ] % 12.0 % [pass/fail] Single Obligor no Series Transaction having previously been terminated due to an Event of Default and (Fourth Largestii) [ ] % 8.0 % [pass/fail] Structured Finance Obligations / Finance Leases [ ] % 10.0 % [pass/fail] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] % 20.0 % [pass/fail] Participations held < 60 days unless the Buyer, in its sole discretion, waives such condition, the condition that no Excess Paydown Event have occurred. On each date (each, a “Ramp-up Date”) during the term of this Confirmation on which the CLO Issuer increases the aggregate outstanding principal amount of the CLO Notes, subject to prior notice from the Seller to the Buyer of the occurrence of the relevant Ramp-up Date, the parties shall enter into an additional Series Transaction with respect to which the Purchased Securities will be the CLO Notes to the extent of such increase and for which the Purchase Date will be the Ramp-up Date. Seller shall deliver a total of $840,000,000 of Purchased Securities to Buyer on or < 90 if 30 day extension given) [ ] % 10.0 % [pass/fail] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] % 0.0 % [pass/fail] Assets other than as specified above [ ] % 0.0 % [pass/fail]before April 15, 2013.

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation II or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation II or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. Date of Valuation Update: , 20 Bank Loans [ ] ]% 35.0 % [pass/failfail ] Single Obligor (Largest) [ ] ]% 12.0 % [pass/failfail ] Single Obligor (Fourth Largest) [ ] ]% 8.0 % [pass/failfail ] Structured Finance Obligations / Finance Leases [ ] ]% 10.0 % [pass/failfail ] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] ]% 20.0 % [pass/failfail ] Participations held < 60 days (or < 90 if 30 day extension given) [ ] ]% 10.0 % [pass/failfail ] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] ]% 0.0 % [pass/failfail ] Assets other than as specified above [ ] ]% 0.0 % [pass/failfail ]

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation II or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation II or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. Date of Valuation Update: , 20 Bank Loans [ ] % 35.0 % [pass/fail] Single Obligor (Largest) [ ] % 12.0 % [pass/fail] Single Obligor (Fourth Largest) [ ] % 8.0 % [pass/fail] Structured Finance Obligations / Finance Leases [ ] % 10.0 % [pass/fail] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] % 20.0 % [pass/fail] Participations held < 60 days (or < 90 if 30 day extension given) [ ] % 10.0 % [pass/fail] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] % 0.0 % [pass/fail] Assets other than as specified above [ ] % 0.0 % [pass/fail]20

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation II or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation II or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. 42 ANNEX III FORM OF VALUATION UPDATE Date of Valuation Update: , 20 Collateral Asset Par / Shares Fair Market Value Adjusted Net Worth Total Adjusted Net Worth: $ [ ] Concentration Limitations Actual* Min* Max* Test Bank Loans [ ] ]% 35.0 % [pass/failfail ] Single Obligor (Largest) [ ] ]% 12.0 % [pass/failfail ] Single Obligor (Fourth Largest) [ ] ]% 8.0 % [pass/failfail ] Structured Finance Obligations / Finance Leases [ ] ]% 10.0 % [pass/failfail ] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] ]% 20.0 % [pass/failfail ] Participations held < 60 days (or < 90 if 30 day extension given) [ ] ]% 10.0 % [pass/failfail ] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] ]% 0.0 % [pass/failfail ] Assets other than as specified above [ ] ]% 0.0 % [pass/fail]fail ] * all percentages as a portion of Adjusted Net Worth ANNEX IV

Independent Valuation Firm. In the event that broker quotes from a Third Party Pricing Service are not available for any Collateral Asset, Party B shall request valuation of such Collateral Asset from one or more Independent Valuation Firms and the Collateral Asset valuation provided by the Independent Valuation Firm shall be the Fair Market Value of such Collateral Asset; provided, if FS Investment Corporation II or any its subsidiaries, including Party B, has owned the Collateral Asset for less than four months, the Fair Market Value of such Collateral Asset shall be the lesser of (x) a valuation (if any) received with respect to such Collateral Asset during such period of ownership, (y) the cost of such Collateral Asset, as determined by Party B in its reasonable discretion and (z) the purchase price paid by FS Investment Corporation II or applicable subsidiary in purchasing such Collateral Asset. If Party B is unable to determine a Fair Market Value for any Collateral Asset pursuant to clauses (A) or (B) above, the Fair Market Value for such Collateral Asset shall be $0. For the avoidance of doubt, in no event shall Party B be required to obtain a more recent valuation with respect to any Non-Quoted Asset so long as (I) Party B shall have previously received a valuation with respect to such Non-Quoted Asset provided by an Independent Valuation Firm pursuant to this Annex II less than four months prior to any Valuation Date or (II) such Non-Quoted Asset was valued pursuant to the proviso in clause (B)(2) above. Date of Valuation Update: , 20 Bank Loans [ ] ]% 35.0 % [pass/failfail ] Single Obligor (Largest) [ ] ]% 12.0 % [pass/failfail ] Single Obligor (Fourth Largest) [ ] ]% 8.0 % [pass/failfail ] Structured Finance Obligations / Finance Leases [ ] ]% 10.0 % [pass/failfail ] Performing Common Equity + Preferred Stock + Structured Finance Obligations / Finance Leases [ ] ]% 20.0 % [pass/failfail ] Participations held < 60 days (or < 90 if 30 day extension given) [ ] ]% 10.0 % [pass/failfail ] Participations held ³ 60 days (or ³ 90 if 30 day extension given) [ ] ]% 0.0 % [pass/failfail ] Assets other than as specified above [ ] ]% 0.0 % [pass/fail]fail ] * all percentages as a portion of Adjusted Net Worth