0001193125-14-380327 Sample Contracts

Execution Copy
u.s. Pb Agreement • October 23rd, 2014 • FS Investment Corp III • New York

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

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SPECIAL CUSTODY AND PLEDGE AGREEMENT
Special Custody and Pledge Agreement • October 23rd, 2014 • FS Investment Corp III • New York

AGREEMENT (hereinafter “Agreement”), dated as of October 17, 2014, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder (“Custodian”), Burholme Funding LLC (the “Fund”), and BNP Paribas Prime Brokerage, Inc. (the “Counterparty”).

BURHOLME FUNDING LLC, as Company and FS INVESTMENT CORPORATION III, as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of October 17, 2014
Investment Management Agreement • October 23rd, 2014 • FS Investment Corp III • New York

INVESTMENT MANAGEMENT AGREEMENT, dated as of October 17, 2014 (this “Agreement”), between BURHOLME FUNDING LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION III, a Maryland corporation, as investment manager (in such capacity, the “Investment Manager”).

Committed Facility Agreement
Committed Facility Agreement • October 23rd, 2014 • FS Investment Corp III • New York

BNP PARIBAS PRIME BROKERAGE, INC., ON BEHALF OF ITSELF AND AS AGENT FOR THE BNPP ENTITIES (“BNPP PB, Inc.”) and the counterparty specified on the signature page hereto (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page hereto.

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