0001577791-15-000012 Sample Contracts

COLLATERAL MANAGEMENT AGREEMENT dated May 28, 2015 by and between FS SENIOR FUNDING LTD., as Issuer and FIFTH STREET SENIOR FLOATING RATE CORP., as Collateral Manager
Collateral Management Agreement • August 10th, 2015 • Fifth Street Senior Floating Rate Corp. • New York

THIS COLLATERAL MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 28, 2015, is entered into by and between FS SENIOR FUNDING LTD., an exempted company incorporated with limited liability in the Cayman Islands, as issuer (the “Issuer”), and FIFTH STREET SENIOR FLOATING RATE CORP., a Delaware corporation, as collateral manager (together with its successors and permitted assigns, the “Collateral Manager”).

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CLASS A‑R NOTE PURCHASE AGREEMENT dated as of May 28, 2015 by and among FS SENIOR FUNDING LTD., as Issuer, FS SENIOR FUNDING CLO LLC, as Co-Issuer, NATIXIS, NEW YORK BRANCH, as Class A‑R Note Agent, and EACH OF THE CLASS A‑R NOTEHOLDERS PARTY HERETO
R Note Purchase Agreement • August 10th, 2015 • Fifth Street Senior Floating Rate Corp. • New York

CLASS A‑R NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or modified from time to time, this "Agreement") dated as of May 28, 2015, among:

MASTER TRANSFER AGREEMENT by and between FIFTH STREET SENIOR FLOATING RATE CORP., as the Seller and FS SENIOR FUNDING LTD., as the Buyer
Master Transfer Agreement • August 10th, 2015 • Fifth Street Senior Floating Rate Corp. • New York
SUB-ADVISORY AGREEMENT BETWEEN FIFTH STREET SENIOR FLOATING RATE CORP. AND FIFTH STREET MANAGEMENT LLC
Sub-Advisory Agreement • August 10th, 2015 • Fifth Street Senior Floating Rate Corp. • New York

This Agreement made this 28th day of May, 2015 (this “Agreement”), by and between Fifth Street Senior Floating Rate Corp., a Delaware corporation (the “Collateral Manager”), and Fifth Street Management LLC, a Delaware limited liability company (the “Sub-Advisor”).

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