EX-10.14





 Exhibit 10.14 

AMENDMENT NO. 4 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of March 22, 2020 (this “Amendment”), among OCSI
Senior Funding Ltd., as borrower (the “Borrower”), Oaktree Strategic Income Corporation, as servicer (the “Servicer”) and Deutsche Bank AG, New York Branch (“DBNY”), as facility agent (in such
capacity, the “Facility Agent”) and as a committed lender (in such capacity, a “Lender”). 
 WHEREAS, the
Borrower, Oaktree Strategic Income Corporation, as equityholder, the Servicer, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, the Facility Agent and each Lender party thereto are party to the Loan Financing and
Servicing Agreement, dated as of September 24, 2018 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”); and 

WHEREAS, the Borrower, the Servicer and the Facility Agent have agreed to amend the Loan Agreement in accordance with Section 17.2 of the
Loan Agreement and subject to the terms and conditions set forth herein. 
 NOW THEREFORE, in consideration of the foregoing premises and
the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 Definitions

 Defined Terms. 

Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement. 

ARTICLE II 
 Amendments
to the Loan Agreement 
 SECTION 2.1. As of the date of this Amendment, the Loan Agreement is hereby amended to delete the
stricken text (indicated textually in the same manner as the following example: stricken text) and to add the
bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined
text) as set forth on the pages of the Loan Agreement attached as Appendix A hereto. 
 SECTION
2.2. As of the date of this Amendment, the Schedules and Exhibits to the Loan Agreement are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the
following example: bold and double-underlined text) as set forth on the pages of the Schedules and Exhibits to the
Loan Agreement attached as Appendix B hereto. 












 ARTICLE III 

Conditions to Effectiveness 

SECTION 3.1. This Amendment shall become effective as of the date hereof upon satisfaction of the following conditions: 

(a) the execution and delivery of this Amendment by each party hereto; and 

(b) the Facility Agent’s receipt of (i) the signed legal opinion of Walkers, counsel to the Borrower, in form and
substance acceptable to the Facility Agent in its reasonable discretion, (ii) a good standing certificate for the Borrower issued by the applicable Official Body of its jurisdiction of organization and (iii) satisfactory evidence that the
Borrower has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby. 

ARTICLE IV 

Representations and Warranties 

SECTION 4.1. The Borrower hereby represents and warrants to the Facility Agent that, as of the date first written above, (i) no Event of
Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material
respects on and as of such day (other than any representation and warranty that is made as of a specific date). 
 ARTICLE V 

Miscellaneous 

Governing Law. 
 THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

Severability Clause. 
 In
case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Ratification. 
 Except as
expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.












 Counterparts. 

The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same
agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. 

Headings. 
 The headings
of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

No Proceedings; Limited Recourse. 

The provisions of Sections 17.11 and 17.12 of the Loan Agreement are incorporated herein mutatis mutandis. 

[Signature pages follow] 












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

			
	OCSI SENIOR FUNDING LTD., as Borrower
		
	By:	 	 /s/ Dianne Farjallah

		 	Name: Dianne Farjallah
		 	Title: Director














 
			
	OAKTREE STRATEGIC INCOME CORPORATION, as Servicer
	
	 By: Oaktree Capital Management,

L.P., its Investment Adviser

		
	By:	 	 /s/ Matt Stewart

		 	Name: Matt Stewart
		 	Title:   Senior Vice President


  

			
	By:	 	 /s/ Mary Gallegly

		 	Name: Mary Gallegly
		 	Title:   Senior Vice President














 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent
		
	By:	 	 /s/ Amit Patel

		 	Name: Amit Patel
		 	Title:   Managing Director


  

			
	By:	 	 /s/ Andrew Goldsmith

		 	Name: Andrew Goldsmith
		 	Title:   Vice President














 Appendix A 












 EXECUTION VERSION Conformed through Amendment No. 3 

4 dated as of March 22,
2020 
 LOAN FINANCING AND SERVICING AGREEMENT 

dated as of September 24, 2018 

OCSI SENIOR FUNDING LTD. as Borrower 

OAKTREE STRATEGIC INCOME CORPORATION 

as Equityholder, 
 OAKTREE
STRATEGIC INCOME CORPORATION 
 as Servicer, 

THE LENDERS FROM TIME TO TIME PARTIES HERETO, 

DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent 

THE OTHER AGENTS PARTIES HERETO, 

and 












 TABLE OF CONTENTS 

 

					
		
	 	 	Page	 
		
	 ARTICLE I DEFINITIONS
	 	 	1	 
		
	 Section 1.1 Defined Terms
	 	 	1	 
		
	 Section 1.2 Other Definitional Provisions
	 	 	5029	 
		
	 ARTICLE II THE FACILITY, ADVANCE PROCEDURES AND NOTES
	 	 	5152	 
		
	 Section 2.1 Advances
	 	 	5152	 
		
	 Section 2.2 Funding of Advances
	 	 	52	 
		
	 Section 2.3 Notes
	 	 	5354	 
		
	 Section 2.4 Repayment and Prepayments
	 	 	5354	 
		
	 Section 2.5 Permanent Reduction of Facility Amount
	 	 	5455	 
		
	 Section 2.6 Extension of Revolving Period
	 	 	5431	 
		
	 Section 2.7 Calculation of Discount Factor
	 	 	5431	 
		
	 Section 2.8 Increase in Facility Amount
	 	 	5632	 
		
	 Section 2.9 Defaulting Lenders
	 	 	5632	 
		
	 ARTICLE III YIELD, UNDRAWN FEE,
MINIMUM UTILIZATION FEE ETC
	 	 	5734	 
		
	 Section 3.1 Yield
and, Undrawn Fee and Minimum
Utilization Fee
	 	 	5734	 
		
	 Section 3.2 Yield Distribution Dates
	 	 	5734	 
		
	 Section 3.3 Yield Calculation
	 	 	5734	 
		
	 Section 3.4 Computation of Yield, Fees, Etc
	 	 	5834	 


  
 -i- 














					
		
	 ARTICLE IV PAYMENTS; TAXES
	  	 	5835	 
		
	 Section 4.1 Making of Payments
	  	 	5835	 
		
	 Section 4.2 Due Date Extension
	  	 	5835	 
		
	 Section 4.3 Taxes
	  	 	5835	 
		
	 ARTICLE V INCREASED COSTS, ETC
	  	 	6263	 
		
	 Section 5.1 Increased Costs, Capital Adequacy
	  	 	6263	 
		
	 ARTICLE VI EFFECTIVENESS; CONDITIONS TO ADVANCES
	  	 	6465	 
		
	 Section 6.1 Effectiveness
	  	 	6465	 
		
	 Section 6.2 Advances and Reinvestments
	  	 	6667	 
		
	 Section 6.3 Transfer of Collateral Obligations and Permitted Investments
	  	 	6869	 
		
	 ARTICLE VII ADMINISTRATION AND SERVICING OF COLLATERAL OBLIGATIONS
	  	 	6970	 
		
	 Section 7.1 Retention and Termination of the Servicer
	  	 	6970	 
		
	 Section 7.2 Resignation and Removal of the Servicer; Appointment of Successor
Servicer
	  	 	6970	 
		
	 Section 7.3 Duties of the Servicer
	  	 	7137	 
		
	 Section 7.4 Representations and Warranties of the Servicer
	  	 	7238	 
		
	 Section 7.5 Covenants of the Servicer
	  	 	7539	 
		
	 Section 7.6 Servicing Fees; Payment of Certain Expenses by Servicer
	  	 	7879	 
		
	 Section 7.7 Collateral Reporting
	  	 	7879	 
		
	 Section 7.8 Notices
	  	 	7879	 
		
	 Section 7.9 Procedural Review of Collateral Obligations; Access to Servicer and
Servicer’s Records
	  	 	7879	 


  
 -ii- 














					
		
	 Section 7.10 Optional Sales
	  	 	8081	 
		
	 Section 7.11 Repurchase or Substitution of Warranty Collateral Obligations
	  	 	8182	 
		
	 Section 7.12 Servicing of REO Assets
	  	 	8283	 
		
	 ARTICLE VIII ACCOUNTS; PAYMENTS
	  	 	8384	 
		
	 Section 8.1 Accounts
	  	 	8384	 
		
	 Section 8.2 Excluded Amounts
	  	 	8586	 
		
	 Section 8.3 Distributions, Reinvestment and Dividends
	  	 	8687	 
		
	 Section 8.4 Fees
	  	 	8941	 
		
	 Section 8.5 Monthly Report
	  	 	8941	 
		
	 ARTICLE IX REPRESENTATIONS AND WARRANTIES OF THE BORROWER
	  	 	9042	 
		
	 Section 9.1 Organization and Good Standing
	  	 	9042	 
		
	 Section 9.2 Due Qualification
	  	 	9042	 
		
	 Section 9.3 Power and Authority
	  	 	9042	 
		
	 Section 9.4 Binding Obligations
	  	 	9043	 
		
	 Section 9.5 Security Interest
	  	 	9091	 
		
	 Section 9.6 No Violation
	  	 	9192	 
		
	 Section 9.7 No Proceedings
	  	 	9293	 
		
	 Section 9.8 No Consents
	  	 	9293	 
		
	 Section 9.9 Solvency
	  	 	9293	 
		
	 Section 9.10 Compliance with Laws
	  	 	9293	 
		
	 Section 9.11 Taxes
	  	 	9293	 
		
	 Section 9.12 Monthly Report
	  	 	9343	 
		
	 Section 9.13 No Liens, Etc
	  	 	9343	 


  
 -iii- 














					
		
	 Section 9.14 Information True and Correct
	  	 	9343	 
		
	 Section 9.15 Bulk Sales
	  	 	9495	 
		
	 Section 9.16 Collateral
	  	 	9495	 
		
	 Section 9.17 Selection Procedures
	  	 	9495	 
		
	 Section 9.18 Indebtedness
	  	 	9495	 
		
	 Section 9.19 No Injunctions
	  	 	9495	 
		
	 Section 9.20 No Subsidiaries
	  	 	9495	 
		
	 Section 9.21 ERISA Compliance
	  	 	9495	 
		
	 Section 9.22 Investment Company Status
	  	 	9496	 
		
	 Section 9.23 Set-Off, Etc
	  	 	9596	 
		
	 Section 9.24 Collections
	  	 	9596	 
		
	 Section 9.25 Value Given
	  	 	9596	 
		
	 Section 9.26 Use of Proceeds
	  	 	9596	 
		
	 Section 9.27 Separate Existence
	  	 	9596	 
		
	 Section 9.28 Transaction Documents
	  	 	9544	 
		
	 Section 9.29 Anti-Terrorism, Anti-Money Laundering
	  	 	9644	 
		
	 Section 9.30 Anti-Bribery and Corruption
	  	 	9798	 
		
	 ARTICLE X COVENANTS
	  	 	9798	 
		
	 Section 10.1 Protection of Security Interest of the Secured Parties
	  	 	9798	 
		
	 Section 10.2 Other Liens or Interests
	  	 	9845	 
		
	 Section 10.3 Costs and Expenses
	  	 	9845	 
		
	 Section 10.4 Reporting Requirements
	  	 	9945	 
		
	 Section 10.5 Separate Existence
	  	 	99100	 
		
	 Section 10.6 Hedging Agreements
	  	 	101102	 


  
 -iv- 














					
		
	 Section 10.7 Tangible Net Worth
	  	 	10346	 
		
	 Section 10.8 Taxes
	  	 	10346	 
		
	 Section 10.9 Merger, Consolidation, Etc
	  	 	10446	 
		
	 Section 10.10 Deposit of Collections
	  	 	104105	 
		
	 Section 10.11 Indebtedness; Guarantees
	  	 	104105	 
		
	 Section 10.12 Limitation on Purchases from Affiliates
	  	 	104105	 
		
	 Section 10.13 Documents
	  	 	104105	 
		
	 Section 10.14 Preservation of Existence
	  	 	104106	 
		
	 Section 10.15 Limitation on Investments
	  	 	105106	 
		
	 Section 10.16 Distributions
	  	 	105106	 
		
	 Section 10.17 Performance of Borrower Assigned
Agreements Transaction Documents
	  	 	10547	 
		
	 Section 10.18 Reserved
	  	 	10547	 
		
	 Section 10.19 Further Assurances; Financing Statements
	  	 	10547	 
		
	 Section 10.20 Obligor Payment Instructions
	  	 	10648	 
		
	 Section 10.21 Delivery of Collateral Obligation Files
	  	 	10648	 
		
	 Section 10.22 Collateral Obligation Schedule
	  	 	10748	 
		
	 Section 10.23 Notice to Specified Obligors
	  	 	10749	 
		
	 Section 10.24 Risk Retention
	  	 	10749	 
		
	 Section 10.25 Moody’s RiskCalc
	  	 	109110	 
		
	 Section 10.26 Repurchase of Preference Shares
	  	 	109111	 
		
	 Section 10.27 Ineligible Collateral
	  	 	109111	 
		
	 ARTICLE XI THE COLLATERAL AGENT
	  	 	109111	 
		
	 Section 11.1 Appointment of Collateral Agent
	  	 	109111	 
		
	 Section 11.2 Monthly Reports
	  	 	110111	 


  
 -v- 














					
		
	 Section 11.3 Collateral Administration
	  	 	110111	 
		
	 Section 11.4 Removal or Resignation of Collateral Agent
	  	 	113115	 
		
	 Section 11.5 Representations and Warranties
	  	 	114115	 
		
	 Section 11.6 No Adverse Interest of Collateral Agent
	  	 	114116	 
		
	 Section 11.7 Reliance of Collateral Agent
	  	 	114116	 
		
	 Section 11.8 Limitation of Liability and Collateral Agent Rights
	  	 	115116	 
		
	 Section 11.9 Tax Reports
	  	 	117119	 
		
	 Section 11.10 Merger or Consolidation
	  	 	118119	 
		
	 Section 11.11 Collateral Agent Compensation
	  	 	118119	 
		
	 Section 11.12 Anti-Terrorism Laws
	  	 	118120	 
		
	 ARTICLE XII GRANT OF SECURITY INTEREST
	  	 	118120	 
		
	 Section 12.1 Borrower’s Grant of Security Interest
	  	 	118120	 
		
	 Section 12.2 Borrower Remains Liable
	  	 	120121	 
		
	 Section 12.3 Release of Collateral
	  	 	120122	 
		
	 ARTICLE XIII EVENTS OF DEFAULT
	  	 	12151	 
		
	 Section 13.1 Events of Default
	  	 	12151	 
		
	 Section 13.2 Effect of Event of Default
	  	 	12352	 
		
	 Section 13.3 Rights upon Event of Default
	  	 	123125	 
		
	 Section 13.4 Collateral Agent May Enforce Claims Without Possession of Notes
	  	 	124126	 
		
	 Section 13.5 Collective Proceedings
	  	 	125126	 
		
	 Section 13.6 Insolvency Proceedings
	  	 	125126	 
		
	 Section 13.7 Delay or Omission Not Waiver
	  	 	126127	 
		
	 Section 13.8 Waiver of Stay or Extension Laws
	  	 	126127	 


  
 -vi- 














					
		
	 Section 13.9 Limitation on Duty of Collateral Agent in Respect of Collateral
	  	 	126128	 
		
	 Section 13.10 Power of Attorney
	  	 	127128	 
		
	 ARTICLE XIV THE FACILITY AGENT
	  	 	127129	 
		
	 Section 14.1 Appointment
	  	 	127129	 
		
	 Section 14.2 Delegation of Duties
	  	 	128129	 
		
	 Section 14.3 Exculpatory Provisions
	  	 	128129	 
		
	 Section 14.4 Reliance by Note Agents
	  	 	128130	 
		
	 Section 14.5 Notices
	  	 	129130	 
		
	 Section 14.6 Non-Reliance on Note Agents
	  	 	129131	 
		
	 Section 14.7 Indemnification
	  	 	130131	 
		
	 Section 14.8 Successor Note Agent
	  	 	130132	 
		
	 Section 14.9 Note Agents in their Individual Capacity
	  	 	131132	 
		
	 ARTICLE XV ASSIGNMENTS
	  	 	131132	 
		
	 Section 15.1 Restrictions on Assignments by the Borrower and the Servicer
	  	 	131132	 
		
	 Section 15.2 Documentation
	  	 	131132	 
		
	 Section 15.3 Rights of Assignee
	  	 	131133	 
		
	 Section 15.4 Assignment by Lenders
	  	 	13154	 
		
	 Section 15.5 Registration; Registration of Transfer and Exchange
	  	 	13254	 
		
	 Section 15.6 Mutilated, Destroyed, Lost and Stolen Notes
	  	 	133134	 
		
	 Section 15.7 Persons Deemed Owners
	  	 	133135	 
		
	 Section 15.8 Cancellation
	  	 	134135	 
		
	 Section 15.9 Participations; Pledge
	  	 	134135	 


  
 -vii- 














					
		
	 ARTICLE XVI INDEMNIFICATION
	  	 	135136	 
		
	 Section 16.1 Borrower Indemnity
	  	 	135136	 
		
	 Section 16.2 Servicer Indemnity
	  	 	136137	 
		
	 Section 16.3 Contribution
	  	 	136137	 
		
	 Section 16.4 Risk Retention Indemnity
	  	 	136138	 
		
	 ARTICLE XVII MISCELLANEOUS
	  	 	137138	 
		
	 Section 17.1 No Waiver; Remedies
	  	 	137138	 
		
	 Section 17.2 Amendments, Waivers
	  	 	137139	 
		
	 Section 17.3 Notices, Etc
	  	 	13855	 
		
	 Section 17.4 Costs and Expenses
	  	 	13855	 
		
	 Section 17.5 Binding Effect; Survival
	  	 	13955	 
		
	 Section 17.6 Captions and Cross References
	  	 	139141	 
		
	 Section 17.7 Severability
	  	 	139141	 
		
	 Section 17.8 GOVERNING LAW
	  	 	140141	 
		
	 Section 17.9 Counterparts
	  	 	140141	 
		
	 Section 17.10 WAIVER OF JURY TRIAL
	  	 	140141	 
		
	 Section 17.11 No Proceedings
	  	 	140142	 
		
	 Section 17.12 Limited Recourse
	  	 	141142	 
		
	 Section 17.13 ENTIRE AGREEMENT
	  	 	142144	 
		
	 Section 17.14 Confidentiality
	  	 	142144	 
		
	 Section 17.15 Non-Confidentiality of Tax Treatment
	  	 	143145	 
		
	 Section 17.16 Replacement of Lenders
	  	 	144145	 
		
	 Section 17.17 Consent to Jurisdiction
	  	 	145146	 


  
 -viii- 














					
		
	 Section 17.18 Option to Acquire Rating
	  	 	145147	 
		
	 Section 17.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	14556	 
		
	 Section 17.20
Acknowledgement Regarding Any Supported QFCs
	  	 	56	 
		
	 ARTICLE XVIII COLLATERAL CUSTODIAN
	  	 	14657	 
		
	 Section 18.1 Designation of Collateral Custodian
	  	 	14657	 
		
	 Section 18.2 Duties of the Collateral Custodian
	  	 	14657	 
		
	 Section 18.3 Delivery of Collateral Obligation Files
	  	 	148150	 
		
	 Section 18.4 Collateral Obligation File Certification
	  	 	148151	 
		
	 Section 18.5 Release of Collateral Obligation Files
	  	 	149152	 
		
	 Section 18.6 Examination of Collateral Obligation Files
	  	 	151153	 
		
	 Section 18.7 Lost Note Affidavit
	  	 	151154	 
		
	 Section 18.8 Transmission of Collateral Obligation Files
	  	 	151154	 
		
	 Section 18.9 Merger or Consolidation
	  	 	152154	 
		
	 Section 18.10 Collateral Custodian Compensation
	  	 	152154	 
		
	 Section 18.11 Removal or Resignation of Collateral Custodian
	  	 	152155	 
		
	 Section 18.12 Limitations on Liability
	  	 	153155	 
		
	 Section 18.13 Collateral Custodian as Agent of Collateral Agent
	  	 	154157	 


  
 -ix- 













 EXHIBIT A Form of Note 

EXHIBIT B Audit Standards 

EXHIBIT C-1 Form of Advance Request 

EXHIBIT C-2 Form of Reinvestment Request 

EXHIBIT C-3 Form of
Electronic Asset Approval Request 

EXHIBIT D Form of Monthly Report 

EXHIBIT E Form of
Electronic Approval Notice 

EXHIBIT F-1 Authorized Representatives of Servicer 

EXHIBIT F-2 Request for Release and Receipt 

EXHIBIT F-3 Request for Release of Request for Release and Receipt 

EXHIBIT G-1 U.S. Tax Compliance Certificate (Foreign Lender—non-Partnerships) 

EXHIBIT G-2 U.S. Tax Compliance Certificate (Foreign Participant—non-Partnerships) 

EXHIBIT G-3 U.S. Tax Compliance Certificate (Foreign Participants—Partnerships) 

EXHIBIT G-4 U.S. Tax Compliance Certificate (Foreign Lenders—Partnerships) 

EXHIBIT H Schedule of Collateral Obligations Certification 

SCHEDULE 1 Diversity Score Calculation 

SCHEDULE 2 Moody’s Industry Classification Group List 

SCHEDULE 3 Collateral Obligations 

SCHEDULE 4 Moody’s RiskCalc Calculation 

SCHEDULE 5 Moody’s Definitions 

  
 -x- 













 “Account” means the Unfunded Exposure Account, the
Principal Collection Account and the Interest Collection Account, together with any sub-accounts deemed appropriate or necessary by the Securities Intermediary after consultation with the Borrower, for convenience in administering such accounts.

 “Account Collateral” has the meaning set forth in Section 12.1(d). 

“Account Control Agreement” means the Securities Account Control Agreement, dated as of the Effective Date, by
and among the Borrower, as pledgor, the Collateral Agent on behalf of the Secured Parties, as secured party, and the Collateral Custodian, as Securities Intermediary. 

“Accrual Period” means, with respect to any Distribution Date, the period from and including the previous
Distribution Date (or, in the case of the first Distribution Date, from and including the Effective Date) through and including the day preceding such Distribution Date. 

“Adjusted Aggregate Eligible Collateral Obligation Balance” means, as of any date, the Aggregate Eligible
Collateral Obligation Amount minus the Excess Concentration Amount on such date. 
 “Administration
Agreement” means the administration agreement entered into or to be entered into on or about the date hereof between the Borrower and the Cayman Administrator (as administrator and as share owner), as amended from time to time. 

“Advance” has the meaning set forth in Section 2.1(a). “Advance Date” has the
meaning set forth in Section 2.1(a). 
 “Advance Rate” means, with respect to any Eligible
Collateral Obligation on any date of determination, as determined by the Facility Agent with the approval of the
Borrower, (x) other than during the Post-Pricing Period, (a) that is a First Lien Loan and a Broadly Syndicated Loan, 75%, (b) that is a First Lien Loan that is not a Broadly
Syndicated Loan, 70%, (c) that is a Second Lien Loan, 40%, or (d) that is not a First Lien Loan or Second Lien Loan, 40% (or any other percentage set forth in the related Approval Notice by the Facility Agent in its sole discretion) and
(y) during the Post-Pricing Period, the Maximum Portfolio Advance Rate. 
 “Advance Request” has
the meaning set forth in Section 2.2(a). 
 “Adverse Claim” means any claim of ownership or any
Lien, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a Lien, other than Permitted Liens. 

“Affected Person” has the meaning set forth in Section 5.1. 

“Affiliate” of any Person means any other Person that directly or indirectly Controls, is Controlled by or is
under common Control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan). For the purposes of this definition, “Control” means the possession, directly or
indirectly (including through 

  
 -1- 













 “Aggregate Unfunded Amount” shall mean, as of any date of
determination, the sum of the unfunded commitments and all other standby or contingent commitments associated with each Variable Funding Asset included in the Collateral as of such date. The Aggregate Unfunded Amount shall
not include any commitments under Variable Funding Assets that have expired, terminated or been reduced to zero, and shall be reduced concurrently (and upon notice thereof to the Collateral Agent, the Facility Agent and each Agent) with each
documented reduction in commitments of the Borrower under such Variable Funding Assets. 
 “Agreement” means
this Loan Financing and Servicing Agreement (including each annex hereto), as it may be amended, restated, supplemented or otherwise modified from time to time. 

“Alternate Base Rate” means a fluctuating rate per annum as shall be in effect from time to time, which
rate shall be at all times equal to the higher of: 
 (a) the rate of interest announced publicly by DBNY in New York,
New York, from time to time as DBNY’s base commercial lending rate; and 
 (b)
1⁄2 of one percent above the Federal Funds Rate. 

“Amount Available” means, with respect to any Distribution Date, the sum of (a) the amount of Collections
with respect to the related Collection Period (excluding any Principal Collections necessary to settle the acquisition of Eligible Collateral Obligations), plus (b) any investment income earned on amounts on deposit in the Collection
Account since the immediately prior Distribution Date (or since the Effective Date in the case of the first Distribution Date). 

“Anti-Bribery and Corruption Laws” has the meaning set forth in Section 9.30(a).
“Anti-Money Laundering Laws” has the meaning set forth in Section 9.29(b). 

“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 Official Body applicable to such Person (including, without limitation, predatory and abusive lending
laws, usury laws, the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson Moss Warranty
Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit
laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent
jurisdiction. 
 “Applicable Margin” means (i) prior to the occurrence of any Event of Default,
(x) prior to the Applicable Margin Step-Up Date,
2.00end of the Revolving Period, 2.25% per
annum and (y) on and after the Applicable Margin Step-Up Date,
2.10end of the Revolving Period, 2.40% per annum
and (ii) on and after the occurrence of any Event of Default, the Applicable Margin shall be increased by 2.00% per annum. 

  
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“Applicable Margin Step-Up Date” means, if the Pricing Date has
not occurred on or prior to such date, December 31, 2019. 

“Appraised Value” means, with respect to any Asset Based Loan, the most recently calculated appraised value of
the pro rata portion of the underlying collateral securing such Collateral Obligation as determined by an Approved Valuation Firm. 

“Approval Notice” means,
with respect to any Collateral Obligation, a copy of a notice executed by the Facility Agent in the form of Exhibit E, evidencing, among other things, an electronic notice containing the information from Exhibit E and that provides the approval of the Facility Agent, in its sole discretion, of such Collateral Obligation and the applicable Discount
Factor, the loan type and lien priority (including the division of any unitranche Loan), the Original Leverage Multiple (including, for Advance Rate purposes, the attaching Leverage Multiple of any FILO Loan), the Original Effective LTV (if such
Collateral Obligation is an Asset Based Loan) and each other item listed in Section 6.2(h).to the acquisition (or incremental pledge) of one or more Collateral
Obligations. 
 “Approved Custodian” means Bank
of New York Mellon Trust Company, National Association, State Street, Wells Fargo Bank, National Association or any other custodian mutually agreed to by the Facility Agent and the Servicer. 

“Approved Valuation Firm” means, with respect to any Collateral Obligation, each of (a) Murray Devine,
(b) Houlihan Lokey, (c) Lincoln International LLC, (d) Duff & Phelps and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent. 

“Asset Approval Request” means
a notice in the form of Exhibit C-3 which requests an Approval Notice with respect to one or more Collateral Obligations and shall include (among other things): 
 (a) the proposed date of each related acquisition; 

(b) the Agency Rating for each such Collateral Obligation from each Rating Agency and, if such Agency Rating is determined pursuant to clause (b), as applicable, of the definition thereof, the date of the applicable credit estimate and the applicable Rating
Agency; 
 (c) the Original Leverage Multiple and
Original Effective LTV (if such Collateral Obligation is an Asset Based Loan) for each such Collateral Obligation, measured as of the date of such
notice; 
 (d) a related Schedule of Collateral Obligations;

 (e) any related Permitted Working Capital Liens; and (f) all Obligor Information (unless (x) such information is included in the Servicer’s internal credit memo or
(y) the Servicer has notified the Facility Agent that such information is not available and the Facility
Agent determines, in its sole discretion, that such information is not required to obtain favorable
capital treatment in connection with the related Collateral
Obligation).an electronic notice to the Facility
Agent in the form of an email that (a) either (i) is in the form of Exhibit C-3 or (ii) notifies
the Facility Agent that the information required by Exhibit
C-3 has been posted to the relevant data site and (b) requests the approval of the Facility Agent, in its sole discretion, of one or more Collateral Obligations. 

  
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 “Asset Based Loan” means any Loan where (i) the
underwriting of such Loan was based primarily on the appraised value of the assets securing such Loan and (ii) advances in respect of such Loan are governed by a borrowing base relating to the assets securing such Loan. 

“Attachment Point” means the following fraction expressed as a percentage: (i) the aggregate principal
amount of all rated notes to be issued in connection with a CLO Takeout divided by (ii) the Target CLO Amount less the aggregate amount of deal expenses related to the CLO Takeout. 

“Available Funds” has the meaning set forth in Section 17.12(c). 

“Average Life” means, as of any day and with respect to any Collateral Obligation, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years (rounded up to the nearest one hundredth thereof) from such day to the respective dates of each successive Scheduled Collateral Obligation Payment of principal on such
Collateral Obligation (assuming, for purposes of this definition, the full exercise of any option to extend the maturity date or otherwise lengthen the maturity schedule that is exercisable without the consent of the Borrower) multiplied by
(b) the respective amounts of principal of such Scheduled Collateral Obligation Payments by (ii) the sum of all successive Scheduled Collateral Obligation Payments of principal on such Collateral Obligation. 

“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. 
 “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §
101, et seq., as amended. 
 “Base Rate” for any Advance means a rate per annum equal to the
LIBOR Rate for such Advance or portion thereof; provided, that in the case of 
 (a) any day on or after the
first day on which a Committed Lender shall have notified the Facility Agent that the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other Official Body asserts that it is unlawful, for such Committed Lender to fund such Advance at the Base Rate set forth above (and
such Committed Lender shall not have subsequently notified the Facility Agent that such circumstances no longer exist), or 

  
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 (b) any period in the event the LIBOR Rate is not reasonably available
to any Lender for such period, 
 the “Base Rate” shall be a floating rate per annum equal to the Alternate Base Rate
in effect on each day of such period; provided, further, for the avoidance of doubt, immediately following the termination of any event set forth in clauses (a) or (b) above, the “Base Rate” shall have the meaning
set forth in the first part of this definition. 
 “Basel III Regulation” means, with respect to any
Affected Person, any rule, regulation or guideline applicable to such Affected Person and arising directly or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International
Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011),
(iii) Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law,
rule, regulation, guideline or pronouncement (whether or not having the force of law) of any governmental authority implementing, furthering or complementing any of the principles set forth in the foregoing documents of strengthening capital and
liquidity, in each case as from time to time amended, restated, supplemented or otherwise modified. Without limiting the generality of the foregoing, “Basel III Regulation” shall include Part 6 of the European Union regulation
575/2013 on prudential requirements for credit institutions and investment firms (the “CRR”) and any law, regulation, standard, guideline, directive or other publication supplementing or otherwise modifying the CRR. 

“Benefit Plan Investor” means (a) any “employee benefit plan” (as defined in Section 3(3) of
Title I of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) any “plan” as defined in Section 4975(e) of the Code that is subject to Section 4975 of the Code, or (c) any
governmental or other plan or arrangement that is not subject to ERISA or to Section 4975 of the Code or (d) any entity whose underlying assets include “plan assets” of the foregoing employee benefit plan or plans (within the
meaning of the DOL Regulations or otherwise). 

“BHC
 Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

“Borrower” has the meaning set forth in the Preamble. 

“Borrower Assigned Agreements” has the meaning set forth in Section 12.1(c). “Borrowing
Base” means, on any day of determination, the sum of (a)(i) the product of the lower of (x) the Weighted Average Advance Rate and (y) the Maximum Portfolio Advance Rate multiplied by the Adjusted Aggregate Eligible
Collateral Obligation Balance plus (b) the amount of Principal Collections on deposit in the Principal Collection Account minus (c) the Aggregate Unfunded Amount plus (d) the amount on deposit in
the Unfunded Exposure Account. 

  
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 “Broadly Syndicated Loan” means, as of any date of determination, any Loan that (i) is
rated 
B-/B3CCC/Caa2
or higher as of the Cut-Off Date, (ii) has a tranche size of at least $200,000,000, (iii) has a quote depth of at least two (2) by
MarkitLoan Pricing Corporation, Markit Group Limited, Loan X Mark-It Partners or Thompson Reuters
Pricing Service and (iv) the related Obligor has EBITDA greater than or equal to $50,000,000. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in New
York, New York or the city in which the offices of the Collateral Agent or Collateral Custodian are located are authorized or obligated by law, executive order or government decree to remain closed; provided that, when used in connection with
the LIBOR Rate, the term “Business Day” shall also exclude any day on which dealings in deposits in Dollars are not carried out in the London interbank market. All references to any “day” or any particular day of any
“calendar month” shall mean calendar day unless otherwise specified. 
 “Capital Requirements Regulation” means the European Union Capital Requirements Regulation (Regulation (EU) No 575/2013), as amended.

 “Capped Fees/Expenses” means, on any Distribution Date, the sum of the Collateral Agent Fees and
Expenses and the Collateral Custodian Fees and Expenses in an amount not to exceed $43,500 (the (“Quarterly Cap”); provided that, if
the aggregate amount of the Collateral Agent Fees and Expenses and the Collateral Custodian Fees and Expenses paid to the Collateral Agent and the Collateral Custodian under clause (ii) of Section 8.3(a) and clause (i) of
Section 8.3(b) on any Distribution Date is less than the Quarterly Cap, the unused portion of the Quarterly Cap may be carried forward to the next succeeding Distribution Date and added to the Quarterly Cap for such Distribution
Date; provided further that the aggregate amount of the Collateral Agent Fees and Expenses and the Collateral Custodian Fees and Expenses paid to the Collateral Agent or the Collateral Custodian under clause (ii) of Section 8.3(a)
and clause (i) of Section 8.3(b) may not exceed $150,000 in any calendar year. 
 “Cayman
Administrator” means Walkers Fiduciary Limited and any successor thereto. “Change of Control” means (x) the Equityholder shall cease to own at least 51% of the outstanding Preference Shares of the Borrower or
(y) Oaktree Strategic Income Corporation or an Affiliate thereof ceases to be the Servicer. 

“Charges” means (i) all federal, state, county, city, municipal, local, foreign or other governmental
taxes (including taxes owed to the PBGC at the time due and payable); (ii) all levies, assessments, charges, or claims of any governmental entity or any claims of statutory lienholders, the nonpayment of which could give rise by operation of
law to a Lien on the Collateral Obligations or any other property of the Borrower and (iii) any such taxes, levies, assessment, charges or claims which constitute a Lien or encumbrance on any property of the Borrower. 

“CLO Marketing Period” means the date on which DBSI commences marketing of the CLO Securities with the consent
of the Servicer. 
 “CLO Securities” has the meaning set forth in the definition of “CLO Takeout”.


  
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 “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. 

“Corporate Trust Office” means the applicable designated corporate trust office of the Collateral Agent or the
Collateral Custodian, as applicable, specified on Annex A hereto, or such other address within the United States as it may designate from time to time by notice to the Facility Agent. 

“Cost of Funds Rate” means, for any Accrual Period and any Lender, the rate determined as set forth below:

 (a) with respect to each Conduit Lender and each day of such Accrual Period, such Conduit Lender’s Commercial
Paper Rate for such day; provided, that if and to the extent that, and only for so long as, a Conduit Lender at any time determines in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to
raise, funds through the issuance of commercial paper notes in the commercial paper market of the United States to finance its making or maintenance of its portion of any Advance or any portion thereof (which determination may be based on any
allocation method employed in good faith by such Conduit Lender), upon notice from such Conduit Lender to the Agent for its Lender Group and the Facility Agent, such Conduit Lender’s portion of such Advance shall bear interest at a rate per
annum equal to the Alternate Base Rate; and 
 (b) with respect to each Committed Lender, the Base Rate. 

“Cov-Lite Loan” means a Collateral Obligation whose Underlying Instrument: (a) does not contain any
financial covenants; or (b) does not require the underlying Obligor to comply with a Maintenance Covenant; provided that, for all purposes, a loan described in clause (a) or (b) above which either contains a cross-default or
cross-acceleration provision to, or is pari passu with, another loan of the underlying Obligor that requires the underlying Obligor to comply with either an Incurrence Covenant or a Maintenance Covenant will be deemed not to be a Cov-Lite
Loan. For the avoidance of doubt, a loan that is capable of being described in clause (a) or (b) above only (x) until the expiration of a certain period of time after the initial issuance thereof or (y) for so long as there is no
funded balance in respect thereof, in each case as set forth in the related Underlying Instruments, will be deemed not to be a Cov-Lite Loan. 

“Covered
 Entity” means any of the following: 
 (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); 
 (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or 
 (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b). 
  

  
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“Covered
 Party” has the meaning set forth in Section 17.20. 

“Credit Agreement” means the loan agreement, credit agreement or other customary agreement pursuant to which a
Collateral Obligation has been created or issued. 
 “Critical Component” means, in respect of a weapons
system referred to in the definition of Prohibited Defense Asset, a component (other than software) manufactured with the sole purpose of being used in, and is used specifically in the production of the weapon system or plays a direct role in the
lethality of the weapon system. 
 “Cut-Off Date” means, with respect to each Collateral Obligation, the
date such Collateral Obligation becomes a part of the Collateral. 
 “DBNY” means Deutsche Bank AG, New York
Branch, and its successors. 
 “DBSI” means Deutsche Bank Securities, Inc., as sole structuring and debt
placement agent in respect of the CLO Securities. 

“Default
 Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“Defaulted Collateral Obligation” means any Collateral Obligation as to which any one of the following events
has occurred: 
 (a) any Scheduled Collateral Obligation Payment or part thereof is unpaid more than five Business Days
beyond the grace period (if any) permitted by the related Underlying Instrument; 
 (b) an Insolvency Event occurs with
respect to the Obligor thereof, unless the related Loan is a DIP Loan; 
 (c) a Responsible Officer of the Servicer has
actual knowledge of the occurrence of a default as to the payment of principal and/or interest that has occurred and is continuing for more than five (5) Business Days beyond the grace period (if any) permitted by the related Underlying
Instruments with respect to another debt obligation of the same Obligor secured by the same collateral which is either full recourse or senior to or pari passu with in right of payment to such Collateral Obligation unless the related Loan is
a DIP Loan; 
 (d) such Collateral Obligation has (x) a rating by S&P of “CC” or below or
“SD” or (y) a Moody’s probability of default rating (as published by Moody’s) of “D” or “LD” or, in each case, had such ratings before they were withdrawn by S&P or Moody’s, as applicable; 

(e) a Responsible Officer of the Servicer or the Borrower has actual knowledge that such Collateral Obligation is pari
passu or junior in right of payment as to the payment of principal and/or interest to another debt obligation of the same Obligor which has (i) a rating by S&P of “CC” or below or “SD” or (ii) a Moody’s
probability of default rating (as published by Moody’s) of “D” or “LD”, and in each case such other debt obligation remains outstanding of such Collateral Obligation having an effective rate of current interest paid in cash
on such day of not less than (i) if such Deferrable Collateral Obligation is a Fixed Rate Collateral Obligation, 5.00% per annum over the LIBOR Rate or (ii) otherwise, 6.00% per annum over the applicable index rate. 

  
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 “Determination Date” means the last calendar day of each
month, or if such day is not a Business Day, the next succeeding Business Day. 
 “DIP Loan” means any Loan
made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior Liens. 

“Discount Factor”
means, (i) with respect to each Collateral Obligation (other than a Non-Revalued Broadly Syndicated Loan) and as of any date
of determination, the value (expressed as a percentage of par) of such Collateral Obligation as determined by the Facility Agent in its sole discretion in accordance with Section 2.7.2.7 or
(ii) with respect to each Collateral Obligation that is a Non-Revalued Broadly Syndicated Loan, the Market Value of such Broadly Syndicated Loan. 

“Distribution Date” means the 15th calendar day of each January, April, July and October, or if such date is
not a Business Day, the next succeeding Business Day. 
 “Diversity Score” means, as of any day, a single
number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth in Schedule 1 hereto, as such Diversity Scores shall be updated at the option of the Facility Agent in its sole
discretion if Moody’s publishes revised criteria. 
 “Document Checklist” means an electronic list
delivered by the Borrower (or by the Servicer on behalf of the Borrower) to the Collateral Custodian that identifies each of the documents that have been included in each Collateral Obligation File and whether such document is an original or a
copy and whether a hard copy or electronic copy will be delivered to the Collateral Custodian related to a Collateral Obligation and includes the name of the Obligor with respect to such Collateral Obligation, in each case as of the related Funding
Date. 
 “DOL Regulations” means regulations promulgated by the U.S. Department of Labor at 29 C.F.R. §
2510.3 101, as modified by Section 3(42) of ERISA and/or at 20 C.F.R. § 2550.401c-1. 

“Dollar(s)” and the sign “$” mean lawful money of the United States of America.
“EBITDA” means, with respect to any period and any Collateral Obligation, the meaning of “EBITDA,” “Adjusted EBITDA” or any comparable definition in the Underlying Instruments for each such Collateral Obligation.
In any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the related Obligor and any of its parents or Subsidiaries that are obligated with respect
to such Collateral Obligation pursuant to its Underlying Instruments (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes,
depreciation, amortization and, to the extent Collateral Custodian appointed in accordance with the terms hereunder are deemed to be acceptable securities intermediaries to the Facility Agent. 

  
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 “Eligible Collateral Obligation” means, on any Measurement
Date, each Collateral Obligation that satisfies the following conditions (unless otherwise added or waived by the Facility Agent in its sole discretion in
the 
applicablerelated
Approval Notice); provided that, prior to the date that is five (5) days after the Effective Date, the Collateral Obligation in respect of SMS Systems Maintenance Services Inc. shall
be deemed to be an Eligible Collateral Obligation: 
 (a) the Facility Agent in its sole discretion has delivered
an Approval Notice with respect to such Collateral Obligation which has been acknowledged and agreed to by the
Borrower; 
 (b) such Collateral Obligation is not a Defaulted
Collateral Obligation; 
 (c) such Collateral Obligation is not an Equity Security and is not convertible into an Equity
Security at the option of the applicable Obligor or any Person other than the Borrower; 
 (d) such Collateral
Obligation is not a Structured Finance Obligation; 
 (e) such Collateral Obligation is denominated in Dollars and is not
convertible by the Obligor thereof into any currency other than Dollars; 
 (f) such Collateral Obligation is not a
single-purpose real estate based loan (unless the related real estate is a hotel, casino or other operating company), a construction loan or a project finance loan; 

(g) such Collateral Obligation is not a lease (including a financing lease); 

(h) if such Collateral Obligation is a Deferrable Collateral Obligation, it provides for periodic payments of interest
thereon in cash no less frequently than semi-annually and the portion of interest required to be paid in cash under the terms of the related Underlying Instruments results in the outstanding principal amount of such Collateral Obligation having an
effective rate of current interest paid in cash on such day of not less than (i) if such Deferrable Collateral Obligation is a Fixed Rate Collateral Obligation, 5.00% per annum over the LIBOR Rate or (ii) otherwise,
6.00% per annum over the applicable index rate; 
 (i) as of the date of acquisition, the related Obligor
had EBITDA greater than or equal to $5,000,000; 
 (j) such Collateral Obligation is not incurred or issued in
connection with a merger, acquisition, consolidation, sale of all or substantially all of the assets of a Person, restructuring or similar transaction, which obligation or security by its terms is required to be repaid within one year of the
incurrence thereof with proceeds from additional borrowings or other refinancings (other than any additional borrowing or refinancing if one or more financial institutions has provided the issuer of such obligation or security with a binding written
commitment to provide the same, so long as (i) such commitment is equal to the outstanding principal amount of such 

  
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 to any assignee of the Facility Agent permitted or contemplated under this Agreement,
(iii) to any Person at any foreclosure or strict sale or other disposition initiated by a secured creditor in furtherance of its security interest, and (iv) to commercial banks, financial institutions, offshore and other funds (in each
case, including transfer permitted by operation of the UCC), subject, in the cases of clauses (iii) and (iv), to customary and market restrictions on assignment; 

(w) the proceeds of such Collateral Obligation will not be used to finance activities of the type engaged in by businesses
classified under NAICS Codes 2361 (Residential Building Construction), 2362 (Nonresidential Building Construction), 2371 (Utility System Construction), or 2372 (Land Subdivision); 

(x) the Related Security for such Collateral Obligation is primarily located in the United States; 

(y) (i) as of the Cut-Off Date, such Collateral Obligation, if rated by such Rating Agency, does not have either
(x) a public rating by S&P of “CCC-” or below or (y) a Moody’s probability of default rating (as published by Moody’s) of “Caa3” or below or (ii) if not rated by either Rating Agency, the Borrower (or
the Servicer on behalf of the Borrower) shall have requested from such Rating Agency a credit estimate, shadow rating or similar rating within 10 Business Days of the applicable Cut-Off Date; 

(z) such Collateral Obligation has an Agency Rating; 

(aa) such Collateral Obligation is not the subject of an Offer, exchange or tender by the related Obligor for cash,
securities or any other type of consideration, other than a Permitted Offer, but only to the extent of such Offer and to the extent set forth on the related Asset Approval Request (or, in the case of a Collateral Obligation that becomes subject to
an Offer that is a Permitted Offer after the Cut-Off Date with respect to such Collateral Obligation, to the extent notified by the Servicer to the Facility Agent); 

(bb) such Collateral Obligation is purchased for a Purchase Price of at least 85%; 

(cc) such Collateral Obligation does not have an Obligor in a Prohibited Industry; or any other industry which is illegal under Applicable Law at the time of acquisition of such Collateral
Obligation; and 

(dd) if it is a registration-required obligation within the meaning of the Code, such Collateral Obligation is Registered;
and(ee) the proceeds of such Collateral Obligation will not be used (A) to the knowledge of the Borrower and the Servicer, to finance activities within
the marijuana industry, nor (B) to provide financing to any other industry which is illegal under
Applicable Law at the time of acquisition of such Collateral Obligation. 

“Eligible Obligor” means, on any day, any Obligor that (i) is a Person (other than a natural person) that
is duly organized and validly existing under the laws of, the United States or any State thereof, (ii) is a legal operating entity or holding company, (iii) is not an Official Body, and (iv) is not an Affiliate of, or controlled by,
the Borrower, the Servicer or the Equityholder. 
 “Enterprise Value Loan” means any Loan that is not an
Asset Based Loan. 
  

  
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 (j) the excess, if any, of the sum of the Principal Balances of all
Collateral Obligations with Obligors in any single Moody’s Industry Classification (other than a Moody’s Industry Classification described in the following proviso) over 12.0% of the Target CLO Amount; provided that (i) the sum
of the Principal Balances of all Collateral Obligations with Obligors in any single Moody’s Industry Classification may be up to 20.0% of the Target CLO Amount and (ii) in addition, the sum of the Principal Balances of all Collateral
Obligations with Obligors in any single Moody’s Industry Classification (other than a Moody’s Industry Classification described in clause (i)) may be up to 15.0% of the Target CLO Amount; 

(k) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that pay interest less
frequently than quarterly over 5.0% of the Target CLO Amount; 
 (l) the sum of the Principal
Balances of all Collateral Obligations that are Cov-Lite Loans over 15.0% of the Target CLO Amount; 
 (m) the
sum of the Principal Balances of all Collateral Obligations (other than Defaulted Obligations) that have a Moody’s probability of default rating (as published by Moody’s) of “Caa1” or below over (x) prior to the
date that is five (5) days after the Effective Date, 22.5% of the Excess Concentration Measure and (y) thereafter, 17.5% of the Excess Concentration Measure; 

(n) the sum of the Principal Balances of all Collateral Obligations (other than Defaulted Obligations) that have
a public rating by S&P of “CCC+” or below over 17.5% of the Excess Concentration Measure; 
 (o) the sum
of the Principal Balances of all Collateral Obligations the Agency Rating for which is determined pursuant to clause (c) of the definition thereof on any date of determination that is eight (8) weeks after the applicable Cut-Off Date over 10.020.0% of the Excess Concentration Measure; 
 (p) the excess, if any, of the sum
of the Principal Balances of all Collateral Obligations that are in a Permitted Gaming Industry (other than in respect of hotels and resorts) over 7.5% of the Excess Concentration Measure; and 

(1q) the excess, if any, of the sum of the Principal Balances of all
Collateral Obligations that are in the defense industry (other than a Prohibited Defense Asset) over 7.5% of the Excess Concentration
Measure.; 

(r) the
 excess, if any, of the sum of the Principal Balances of all Collateral Obligations that neither (x) are Broadly Syndicated Loans nor (y) have an Agency Rating which is determined pursuant to clause (a) of the definition thereof, over
40.0% of the Excess Concentration Measure; 
 (s) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Broadly Syndicated
Loans with fewer than three (3) dealer bid-side quotes, over 25.0% of the Excess Concentration Measure; and 
  

  
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(t) the
 excess, if any, of the sum of the Principal Balances of all Collateral Obligations that were purchased for a Purchase Price of less than 90%, over 10.0% of the Excess Concentration Measure.

 “Excess Concentration Measure” means the sum of (i) the Principal Balances for all Eligible
Collateral Obligations plus (ii) all amounts on deposit in the Principal Collection Account plus (iii) all amounts on deposit in the Unfunded Exposure Account. 

“Excess Funds” means, as of any date of determination and with respect to any Conduit Lender, funds of such
Conduit Lender not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the payment of (i) all of its matured and maturing commercial paper notes on such date of such determination and
(ii) the principal of and interest on all of its loans outstanding on such date of such determination. 

“Excluded Amounts” means (i) any amount deposited into the Collection Account with respect to any
Collateral Obligation, which amount is attributable to the reimbursement of payment by or on behalf of the Borrower of any Tax, fee or other charge imposed by any Official Body on such Collateral Obligation or on any Related Security,
(ii) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the Borrower purchased such Collateral Obligation,
(iii) any reimbursement of insurance premiums, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Collateral Obligations which are held in an escrow account for the benefit of the Obligor and the secured
party pursuant to escrow arrangements under Underlying Instruments, (v) to the extent paid using amounts other than Collections and proceeds of Advances, any amount paid in respect of reimbursement for expenses owed in respect of
any Collateral Obligation pursuant to the related Underlying Instrument or (vi) any amount deposited into the Collection Account in error (including any amounts relating to any portion of an asset sold by the Borrower and occurring after the
date of such sale). 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a
Recipient or required to be withheld or deducted from a payment to a Recipient, (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
Recipient 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 the Obligations pursuant to a law in effect on the
date on which (i) such Lender acquires such interest in the Obligations (other than pursuant to Section 17.16(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to
Section 4.3, 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 Recipient’s failure to comply with Section 4.3(f) and (d) any withholding Taxes imposed under FATCA. 

  
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 “Executive Officer” means, with respect to the Borrower,
the Servicer or the Equityholder, the Chief Executive Officer, the Chief Operating Officer of such Person or any other Person included on the incumbency of the Borrower, Servicer or Equityholder, as applicable, delivered pursuant to
Section 6.1(g) and, with respect to any other Person, the President, Chief Financial Officer or any Vice President. 

“Extension Request” means any of the events described in Section 2.6. “Facility
Agent” has the meaning set forth in the Preamble. 
 “Facility Amount” means(a) prior
to the end of the Revolving Period,
$250,000,000,200,000,000,
 unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and
(b) from and after the end of the Revolving Period, the Advances outstanding. 
 “Facility Termination
Date” means the earliest of (i) the date that is
threesix (36
) months after the last day of the Revolving Period (or, if such day is not a Business Day, the next succeeding Business Day), (ii) the date of the CLO Takeout and (iii) the
effective date on which the facility hereunder is terminated pursuant to Section 13.2. 

“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), and 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 such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement including, for the avoidance of
doubt, the Cayman Islands Tax Information Authority Law (2017 Revision) together with regulations and guidance notes made pursuant to such law. 

“Federal Funds Rate” means, for any period, a fluctuating rate per annum equal for each day during such
period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Facility Agent from three
federal funds brokers of recognized standing selected by it. 
 “Fee Letter” has the meaning set forth in
Section 8.4. “Fees” has the meaning set forth in Section 8.4. 
 “FILO
Loan” means any Loan that (i) becomes, by its terms, subordinate in right of payment to one or more other obligations of the related Obligor, in each case issued under the same Underlying Instruments as such Loan (other than any Loan
subject to a Permitted Working Capital Lien), in any bankruptcy, reorganization, arrangement, insolvency, moratorium or 
  

  
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 “Fitch” means Fitch Ratings, Inc., Fitch Ratings Ltd. and
their subsidiaries, including Derivative Fitch Inc. and Derivative Fitch Ltd. and any successor thereto. 
 “Fixed
Rate Collateral Obligation” means any Collateral Obligation that bears a fixed rate of interest. 

“Floating Rate Note” means a floating rate note issued pursuant to an indenture or equivalent document by a
corporation, partnership, limited liability company, trust or other person that is secured by a first or second priority perfected security interest or lien in or on specified collateral securing the issuer’s obligations under such note. 

“Foreign
 Lender” means a Lender that is not a U.S. Person.
“Fourth Amendment Effective Date” means March 22, 2020. 
 “FRS Board” means the Board of Governors of the Federal
Reserve System and, as applicable, the staff thereof. 
 “Funding Date” means any Advance Date or any
Reinvestment Date, as applicable. “GAAP” means generally accepted accounting principles in the United States, which are applicable to the circumstances as of any day. 

“Group I Country” means The Netherlands, Australia, New Zealand and the United Kingdom (or such other
countries as may be specified in publicly available published criteria from Moody’s from time to time). 

“Group II Country” means Germany, Ireland, Sweden and Switzerland (or such other countries as may be specified
in publicly available published criteria from Moody’s from time to time). 
 “Group III Country” means
Austria, Belgium, Denmark, Finland, France, Hong Kong, Iceland, Liechtenstein, Luxembourg, Norway and Singapore (or such other countries as may be specified in publicly available published criteria from Moody’s from time to time). 

“Hazardous Materials” means all materials subject to any Environmental Law, including materials listed in 49
C.F.R. § 172.101, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic
wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as being “in
inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition. 

  
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 “Hedge Breakage Costs” means, with respect to each Hedge
Counterparty upon the early termination of any Hedge Transaction with such Hedge Counterparty, the net amount, if any, under capital leases; (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
of others guaranteed by such Person 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 (in each case excluding any
unfunded commitments of the Borrower with respect to any Variable Funding Asset). 
 “Indemnified Amounts”
has the meaning set forth in Section 16.1. “Indemnified Party” has the meaning set forth in Section 16.1. 

“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 Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Independent Accountants” means a firm of nationally recognized independent certified public accountants. 

“Initial
 Weighted Average Market Value” means, as of any date of determination following the Fourth Amendment Effective Date, the number obtained by (i) summing the products obtained by multiplying (a) the Market Value of each Broadly
Syndicated Loan and Reclassified Broadly Syndicated Loan by (b) the aggregate Principal Balance of each such Loan, in each case of clauses (a) and (b), as of the Fourth Amendment Effective Date and (ii) dividing such sum by the
aggregate Principal Balance of all Broadly Syndicated Loans and the aggregate Principal Balance of all Reclassified Broadly Syndicated Loans, in each case, as of the Fourth Amendment Effective
Date. 
 “Insolvency Event” means, with respect
to any Person, (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person’s affairs, or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar
law and such case is not dismissed within 60 days; (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such
Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or such Person shall admit in writing its inability to pay its debts as such debts become due,
or the taking of action by such Person in furtherance of any of the foregoing, (c) the passing of a resolution by 

  
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 on that service for the purpose of displaying London interbank offered rates of major banks
as of 11:00 a.m., London time, two Business Days prior to the first day of such Accrual Period (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided,
further, that in the event fewer than two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits in Dollars are offered by the principal office of the Facility Agent in
London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Accrual Period for delivery on such first day and for a period equal to three (3) months or (y) if a
LIBOR Replacement Rate has been selected in accordance with the definition thereof, the LIBOR Replacement Rate. 

“LIBOR Replacement Rate” means the alternative rate, including any applicable spread adjustments thereto,
selected by the Servicer (on behalf of the Borrower) with the consent of the Facility Agent (with notice to the Equityholder, the Borrower and each Lender), at any time there is a material disruption to LIBOR Rate or LIBOR Rate ceases to exist or be
reported as described in the definition of “LIBOR Rate” that, in its commercially reasonable judgment, is commonly used on the applicable date of determination with respect to the Loans, in each case, as a successor or replacement
benchmark for “LIBOR Rate”. In connection with any LIBOR Replacement Rate, the Servicer, with the consent of the Facility Agent, may make related changes determined by the Servicer in its commercially reasonable judgment to be advisable or
necessary to implement the use of such replacement rate, including, without limitation, any required change to the definition of “Business Day.” 

“Lien” means any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind,
including tax liens, mechanics’ liens and any liens that attach by operation of law. 
 “Loan” means
any commercial loan. 
 “Loan Register” has the meaning set forth in Section 15.5(a).
“Loan Registrar” has the meaning set forth in Section 15.5(a). 
 “Maintenance
Covenant” means a covenant by any borrower to comply with one or more financial covenants during each reporting period (but not more frequently than quarterly), whether or not such borrower has taken any specified action;
provided that a covenant that otherwise satisfies the definition hereof and only applies when amounts are outstanding under the related loan shall be a Maintenance Covenant. 

“Margin Stock” means “Margin Stock” as defined under Regulation U issued by the FRS Board. 

“Market
 Value” means, with respect to any Broadly Syndicated Loan or Reclassified Broadly Syndicated Loan on any date of determination, the lower of (I) the Purchase Price of such Loan (without giving effect to the first proviso in the definition
of “Purchase Price”) or (II) the amount (determined by the Servicer) expressed as a percentage equal to (i) the bid price determined by the Loan Pricing Corporation, Markit Group Limited, Loan X Mark-It Partners, 

  
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Thompson
Reuters Pricing Service, or any other nationally recognized loan pricing service selected by the Servicer; or (ii) if a price described in clause (i) is not available, (A) the average of the bid prices determined by three
broker-dealers active in the trading of such asset that are independent from each other and the Borrower and the Servicer; and (B) if only two such bids can be obtained, the lower of the bid prices of such two bids. 
 “Master Participation Agreement” means the Master
Participation Agreement dated on or about the date hereof by and among the Borrower, as buyer, the Equityholder, as seller collateral manager and FS Senior Funding Ltd., as seller, as amended, modified, waived, supplemented or restated from time to
time. 
 “Material Action” means an action to institute proceedings to have the Borrower be adjudicated
bankrupt or insolvent, to file any insolvency case or proceeding, to institute proceedings under any applicable insolvency law, to seek relief under any law relating to relief from debts or the protection of debtors, or consent to the institution of
bankruptcy or insolvency proceedings against the Borrower or file a petition seeking, or consent to, reorganization or relief with respect to the Borrower under any applicable federal or state law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or a substantial part of its property, or make any assignment for the benefit of creditors of the Borrower, or admit in writing the
Borrower’s inability to pay its debts generally as they become due, or take action in furtherance of any such action. 

“Material Adverse Effect” means a material adverse effect on: (a) the assets, operations, properties,
financial condition, or business of the Borrower or the Servicer; (b) the ability of the Borrower or the Servicer to perform its obligations under this Agreement or any of the other Transaction Documents; (c) the validity or enforceability
of this Agreement, any of the other Transaction Documents, or the rights and remedies of the Secured Parties hereunder or thereunder taken as a whole; or (d) the aggregate value of the Collateral or on
the assignments and security interests granted by the Borrower in this Agreement. 

“Material Modification” means, other than during the Post-Pricing 
Period, any amendment or waiver of, or modification or supplement to, any Underlying Instrument governing a Collateral Obligation executed or effected on or after the related Cut-Off Date which: 

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

(b) (i) waives one or more interest payments, (ii) permits any interest due in cash to be deferred or capitalized and
added to the principal amount of such Collateral Obligation (other than any deferral or capitalization already allowed by the terms of any Deferrable Collateral Obligation as of the related Cut-Off Date) or (iii) reduces the spread or coupon
payable on such Collateral Obligation below the spread or coupon as of the applicable Cut-Off Date (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation and any
reduction or an increase pursuant to a contractual pricing grid set forth in the related Underlying Instruments on the applicable Cut-Off Date) unless (x) the Servicer certifies that the credit quality of the related Obligor has 

  
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“Minimum
 Utilization Fee” means a fee payable pursuant to Section 3.2 to each Committed Lender for each day of the related Accrual Period equal to the product of (A) the Applicable Margin and (B) the positive difference (if any) of
(x) the product of (1) such Committed Lender’s average daily Commitment during the related Accrual Period multiplied by (2) the Minimum Utilization Percentage minus (y) the daily average Advances funded by such Committed
Lender (or its Lender Group) during such Accrual Period minus (z) the Undrawn Fee accrued during such Accrual Period with respect to the amount of the unutilized Commitment.


For
 purposes of this calculation, “Minimum Utilization Percentage” shall mean 80.0%. 
 “Minimum Weighted Average Coupon Test” means a test that will
be satisfied on any date of determination if the Weighted Average Coupon of all Eligible Collateral Obligations that are Fixed Rate Collateral Obligations included in the Collateral on such day is equal to or greater than 6.00%. 

“Minimum Weighted Average Spread Test” means a test that will be satisfied on any date of determination if the
Weighted Average Spread of all Eligible Collateral Obligations included in the Collateral on such day is equal to or greater than 4.25%. 

“Monthly Report” means a monthly report in the form of Exhibit D prepared as of the close of business
on each Reporting Date. 
 “Moody’s” means Moody’s Investors Service, Inc., or any successor
thereto. 
 “Moody’s Industry Classification” means the industry classifications set forth in
Schedule 2 hereto, as such industry classifications shall be updated at the option of the Facility Agent in its sole discretion if Moody’s publishes revised industry classifications. 

“Moody’s RiskCalc” has the meaning specified in Schedule 4. 

“Multiemployer Plan” means
a multiemployer plan, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, in respect of which the Borrower or any ERISA Affiliate has or could have any obligation or liability,
contingent or otherwise. 

“MV
 Measurement Date” means the last Business Day of each calendar week. 

“Non-Approval Event” means, as of any date of determination, an event that (x) will be deemed to have
occurred if the ratio (measured on a rolling-six month basis) of (i) the number of Asset Approval Requests resulting in Non-Approved Loans over (ii) the total number of Asset Approval Requests is greater than 50% and (y) will be
continuing until the conditions set forth in clause (x) of this definition are no longer true. 
 “Non-Approved
Loan” means each Loan that is otherwise fully eligible for inclusion in the Borrowing Base for which an Asset Approval Request is submitted by the Servicer in good faith to the Facility Agent for inclusion in the Borrowing Base, and such
Asset Approval Request is not approved by the Facility Agent. 

  
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“Non-Revalued
 Broadly Syndicated Loan” means a Broadly Syndicated Loan with respect to which no Revaluation Event has occurred since the applicable Cut-Off Date. 

“Note” means a promissory grid note in the form of Exhibit A, made payable to an Agent on behalf of the
related Lender Group. 
 “Note Agent” has the meaning set forth in Section 14.1. 

“OCSI Entities” means Oaktree Strategic Income
Corporation and its Subsidiaries. 
 “Obligations” means all obligations (monetary or
otherwise) of the Borrower to the Lenders, the Agents, the Collateral Agent, the Collateral Custodian, the Securities Intermediary, the Facility Agent or any other Affected Person or Indemnified Party arising under or in connection with this
Agreement, the Notes and each other Transaction Document. 
 “Obligor” means any Person that owes payments
under any Collateral Obligation and, solely for purposes of calculating the Excess Concentration Amount pursuant to clauses (b), (c) and (d) of the definition thereof, any Obligor that is an Affiliate of another
Obligor shall be treated as the same Obligor; provided that for purposes of this definition, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by,
a common Financial Sponsor. 
 “Obligor Information” means, with respect to any Obligor, (i) the legal
name of such Obligor, (ii) the jurisdiction in which such Obligor is domiciled, (iii) the audited financial statements for the two prior fiscal years (or such shorter period of time that the Obligor has been in existence) of such Obligor,
(iv) the Servicer’s internal credit memo with respect to the Obligor and the related Collateral Obligation, (v) the annual report for the most recent fiscal year of such Obligor, (vi) a company forecast of such Obligor including
plans related to capital expenditures, (vii), the business model, company strategy and names of known peers of such Obligor, (viii) the shareholding pattern and details of the management team of such Obligor and (ix) details of any banking
facilities and the debt maturity schedule of such Obligor. 
 “OCSI Entities” means Oaktree Strategic Income
Corporation and its Subsidiaries. 
 “OFAC” has the meaning set forth in Section 9.29(a). 

“Offer” means a tender offer, voluntary redemption, exchange offer, conversion or other similar action. 

“Officer’s Certificate” means a certificate signed by an Executive Officer. 

“Official Body” means any government or political subdivision or any agency, authority, regulatory body,
bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic. 

  
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 “Opinion of Counsel” means a written opinion of independent
counsel reasonably acceptable in form and substance and from counsel reasonably acceptable to the Facility Agent. 

“Optional Sale” has the meaning set forth in Section 7.10. “Original Commitment” means $250,000,000. 

“Original Effective LTV” means, with respect to any Collateral Obligation, the Effective LTV of such
Collateral Obligation as calculated by the Servicer and approved by the Facility Agent in accordance with the definitions of Effective LTV and the definitions used therein and set forth in the related Approval Notice. 

“Original Leverage Multiple” means, with respect to any Collateral Obligation, the Leverage Multiple
applicable to such Collateral Obligation as calculated by the Servicer (and, to the extent set forth in the Asset Approval Request, approved by the Facility
Agent in the related Approval Notice) in accordance with the
definition of Leverage Multiple and the definitions used therein and set forth in the related Approval Notice. 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or
former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 Transaction Document, or sold or assigned an interest in the Obligations or any Transaction Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, mortgage, 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 Transaction Document,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. 

“Participant” has the meaning set forth in Section 15.9(a). “Participant
Register” has the meaning set forth in Section 15.9(c). 
 “Participation Interest”
means a participation interest (other than an Effective Date Participation Interest) in a loan that would, at the time of acquisition or the Borrower’s commitment to acquire the same, satisfy each of the following criteria: (i) such
participation interest, if acquired directly by the Borrower, would qualify as an Eligible Collateral Obligation, (ii) the selling institution is a lender on the loan or commitment, (iii) the aggregate participation interest in the loan
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 loan, (iv) such participation interest does not grant,
in the aggregate, to the participant in such participation interest a greater interest than the selling institution holds in the loan or commitment that is the subject of the participation interest, (v) the entire purchase price for such
participation interest is paid in full (without the benefit of financing from the selling 

  
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 “Prohibited Industry” means, with respect to any Obligor,
its primary business is (a) within an industry referred to in the definition of Prohibited Defense Asset; (b) the manufacture of fully completed and operational assault weapons or firearms; (c) in pornography or adult entertainment; or (d) in the gaming industry (other than (i) a Permitted Gaming Industry or (ii) hospitality
and/or resorts development or the management thereof) or (e) in the opioid industry. 
 “Purchase Commitment” means a commitment by an investor to
purchase CLO Securities that complies with the purchaser eligibility requirements and criteria specified in the terms of the CLO Securities and that is acceptable to DBSI in its sole discretion and “Purchase Commitments” means each
Purchase Commitment together with each other Purchase Commitment. 
 “Purchase Price” means, with respect to
any Collateral Obligation, the greater of (a) zero and (b) the actual purchase price in Dollars (or, if different principal amounts of such Collateral Obligation were purchased at different purchase prices, the weighted average of such
purchase prices) paid by the Borrower for such Collateral Obligation (exclusive of any interest, accreted interest, original issue discount and upfront fees) divided by the principal balance of the portion of such Collateral Obligation purchased by
the Borrower outstanding as of the date of such purchase (exclusive of any interest, accreted interest, original issue discount and upfront fees); provided, that with respect to any Collateral Obligation with a “Purchase Price”
greater than or equal to 95% and determined by the Servicer to be a par loan (as certified by the Servicer to the Required Lenders), the “Purchase Price” of such Collateral Obligation shall be deemed to be 100%; provided,
further, that with respect to any Collateral Obligation with a “Purchase Price” greater than 100%, the “Purchase Price” of such Collateral Obligation shall be deemed to be 100%. For the avoidance of doubt, the Purchase Price
will be subject to adjustment by the Discount Factor, as provided herein. 
 “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in
accordance with, 12 U.S.C. 5390(c)(8)(D). 
 “QFC Credit Support” has the meaning set forth in Section
17.20. 
 “Qualified Substitute Arrangement” has
the meaning set forth in Section 10.6(c). “Rating Agencies” means S&P and Moody’s. 

“Recipient” means (a) the Facility Agent, (b) any Lender, (c) any Agent and (d) any other
recipient of a payment hereunder. 

“Reclassification
 Date” has the meaning set forth in Section 10.4(c). 
 “Reclassified Broadly Syndicated Loan” means, as of any date of determination following the Fourth Amendment
Effective Date, any Loan that was classified as a Broadly Syndicated Loan as of any prior date of determination and either (i) is not an Eligible Collateral Obligation or (ii) is not classified as a Broadly Syndicated Loan as a result of
not satisfying the conditions set forth in the definition thereof; provided that if any Reclassified Broadly
Syndicated Loan subsequently satisfies such conditions, then such Loan shall not be considered a
Reclassified Broadly Syndicated Loan so long as it continues to satisfy all such conditions. 

  
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 “Records” means the Collateral Obligation File for any
Collateral Obligation and all other documents, books, records and other information prepared and maintained by or on behalf of the Borrower with respect to any Collateral Obligation and the Obligors thereunder, including all documents, books,
records and other information prepared and maintained by the Borrower or the Servicer with respect to such Collateral Obligation or Obligors. 

“Registered” means in registered form for U.S. federal income tax purposes. “Reinvestment”
has the meaning set forth in Section 8.3(c). 
 “Reinvestment Date” has the meaning set forth in
Section 8.3(c). “Reinvestment Request” has the meaning set forth in Section 8.3(c). 

“Related Collateral Obligation” means any Collateral Obligation where any Affiliate of the Borrower, Servicer
or the Equityholder owns a Variable Funding
Assetvariable funding asset pursuant to the same
Underlying Instruments; provided that any such asset will cease to be a Related Collateral Obligation once all commitments by such Affiliate of the Borrower, Servicer or the Equityholder to make advances or fund such Variable Funding Asset to
the related Obligor expire or are irrevocably terminated or reduced to zero. 
 “Related Committed
Lender” means, with respect to any Uncommitted Lender, each Committed Lender in its Lender Group. 

“Related Property” means, with respect to a Collateral Obligation, any property or other assets designated and
pledged or mortgaged as collateral to secure repayment of such Collateral Obligation, including, without limitation, any pledge of the stock, membership or other ownership interests in the related Obligor or its subsidiaries, all Warrant Assets with
respect to such Collateral Obligation and all proceeds from any sale or other disposition of such property or other assets. 

“Related Security” means, with respect to each Collateral Obligation: 

(a) any Related Property securing a Collateral Obligation, all payments paid in respect thereof and all monies due, to
become due and paid in respect thereof accruing after the applicable Advance Date and all liquidation proceeds thereof; 

(b) all guaranties, indemnities and warranties, insurance policies, financing
statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of any such indebtedness; 

(c) all Collections with respect to such Collateral Obligation and any of the foregoing; 

  
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 Effective LTV of such Collateral Obligation (or such other percentage determined by the
Facility Agent in its sole discretion); provided that each subsequent increase of an additional 10% over the applicable Original Effective LTV shall be an additional Revaluation Event; 

(j) such Collateral Obligation, if rated, receives (x) a public rating by S&P of
“CCC-” or below or (y) a Moody’s probability of default rating (as published by Moody’s) of “Caa3” or below; or 

(k)
 the related Obligor undergoes a merger, is acquired by a third party or undergoes a material restructuring; 

(kl) if any Agency Rating of such Collateral Obligation is based on a
credit estimate, shadow rating or similar rating and not on a public rating, the failure by the Borrower or the Servicer on behalf of the Borrower to refresh such credit estimate or shadow rating on an annual basis thereafter; 

(m)
 with respect to any Broadly Syndicated Loan, the Market Value of such Broadly Syndicated Loan is less than 70%; 

(n)
 the failure of any Broadly Syndicated Loan to satisfy the conditions set forth in the definition thereof; or 

(o) either
 (i) the failure of the Servicer to confirm that the bid-side quote dollar depth of the applicable Broadly Syndicated Loan is sufficient to purchase the Principal Balance of such Broadly Syndicated Loan or (ii) the receipt by the Facility
Agent of confirmation from the Servicer that the bid-side quote dollar depth of the applicable Broadly Syndicated Loan is not sufficient to purchase the Principal Balance of such Broadly Syndicated Loan; provided that, the Facility Agent can only
request the dollar depth of the five largest Broadly Syndicated Loans if any such Broadly Syndicated Loans has less than three (3) bid-side quotes; provided further that, such request can only be made no more than twice per week. 
 “Revolving Loan” means a Collateral Obligation that
specifies a maximum aggregate amount that can be borrowed by the related Obligor and permits such Obligor to re-borrow any amount previously borrowed and subsequently repaid during the term of such Collateral Obligation. 

“Revolving Period” means the period of time starting on the Effective Date and ending on the earliest to occur
of
(i) March 
31,September 30, 2020 or, if such date is extended
pursuant to Section 2.6, the date mutually agreed upon by the Borrower and each Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence of an Event of
Default. 
 “S&P” means Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business, and any successor or successors thereto. 
 “S&P Industry
Classification” means the industry classifications set forth in Schedule 2A hereto, as such industry classifications shall be updated at the option of the Facility Agent in its sole discretion if S&P publishes revised industry
classifications. 

  
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 “Servicer Expenses” means any accrued and unpaid expenses
(including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Servicer (other than the Servicing Fees) under the Transaction Documents. 

“Servicing Fees” means the Senior Servicing Fee and the Subordinated Servicing Fee. “Servicing
Standard” means, with respect to any Collateral Obligations, to service and administer such Collateral Obligations on behalf of the Secured Parties in accordance with the Underlying Instruments and all customary and usual servicing
practices using the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others. 

“Specified Borrowing Base Breach” means (a) an amendment to the Discount Factor of one or more Collateral
Obligations by the Facility Agent pursuant to Section 2.7(b) or (b) an increase in the Excess Concentration Amount not caused by the purchase of a Collateral Obligation which, in either case, causes the aggregate principal amount of
all Advances outstanding hereunder to exceed the Borrowing Base by an amount (calculated as a percentage) equal to or less than 10% (in the aggregate); provided that such event shall not be a Specified Borrowing Base Breach if any other event
occurred on the same date that either decreased the Borrowing Base (other than by operation of Section 8.3) or increased the Advances outstanding hereunder. 

“Structured Finance Obligation” means any obligation issued by a special purpose entity secured directly by,
referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities, including (but not limited to) collateral debt obligations,
collateral loan obligations, asset backed securities and commercial mortgage backed securities or any resecuritization thereof. 

“Structuring Fee” means a fee payable by the Borrower to the Facility Agent in an amount equal to 0.25% of the
aggregate
CommitmentsOriginal Commitment, which fee shall be
payable on the Facility Termination Date. 
 “Subordinated Servicing Fee” means with respect to any
Distribution Date, the subordinated fee payable to the Servicer or successor servicer (as applicable) for services rendered during the related Collection Period, which shall be equal to one-fourth of the product of (i) the Subordinated
Servicing Fee Percentage multiplied by (ii) the average of the values of the Aggregate Eligible Collateral Obligation Amount on the first day and the last day of the related Collection Period. 

“Subordinated Servicing Fee Percentage” means 0.25%. 

“Subsidiary” means, with respect to any Person, a corporation, partnership or other entity of which such
Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors. 

  
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 “Substituted Collateral Obligation” means, with respect to
any Collection Period, any Warranty Collateral Obligation with respect to which the Equityholder has substituted in a replacement Eligible Collateral Obligation pursuant to Section 7.11 and the Sale Agreement. 

“Successor Senior Servicing Fee” means with respect to any Distribution Date on which there is a Person other than
Oaktree Strategic Income Corporation or an Affiliate thereof acting as Servicer, the senior fee payable to the Servicer for services rendered during the related Collection Period, which shall be equal to one-fourth of the product of (i) the
Successor Senior Servicing Fee Percentage multiplied by (ii) the average of the values of the Aggregate Eligible Collateral Obligation Amount on the first day and the last day of the related Collection Period. 

“Successor Senior Servicing Fee Percentage” means (x) if, on the related Distribution Date, the sum of the
Collateral Obligation Amounts of all Eligible Collateral Obligations that are Broadly Syndicated Loans is greater than or equal to 50.0% of the Aggregate Eligible Collateral Obligation Amount, 0.65% and (y) otherwise, 1.00%. 

“Supported
 QFC” has the meaning set forth in Section 17.20. 

“Tangible Net Worth” means, with respect to any Person, the consolidated net worth of such Person and its
consolidated Subsidiaries calculated in accordance with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and its consolidated Subsidiaries, including, without limitation, goodwill, franchises, licenses,
patents, trademarks, tradenames, copyrights and service marks. 
 “Target CLO Amount” means $350,000,000.


“Taxes” means all present or future taxes, levies, imposts, 
duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto. 

“Transaction Documents” means this Agreement, the Notes, the Sale Agreement, the Collateral Agent and
Collateral Custodian Fee Letter, each Fee Letter, the Account Control Agreement, the Administration Agreement, the Preference Share Purchase Agreement, the Master Participation Agreement and the other documents to be executed and
delivered in connection with this Agreement, specifically excluding from the foregoing, however, Underlying Instruments delivered in connection with this Agreement. 

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or
jurisdictions. 
 “Uncommitted Lender” means any Conduit Lender designated as an “Uncommitted
Lender” for any Lender Group and any of its assignees. 
 “Underlying Instrument” means the Credit
Agreement and each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which the holders of such Collateral Obligation are the beneficiaries. 

  
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 “Undrawn Fee” a fee payable pursuant to
Section 3.2 for each day of the related Collection Period equal to the product of (x) the aggregate Commitments on such day minus the aggregate principal amount of outstanding Advances on such day times (y) the
Undrawn Fee Rate times (z) 1/360. 
 “Undrawn Fee Rate” means (a) prior to the three-month
anniversary of the Effective Date, 0.25% and (b) thereafter, 0.50%. 
 “Unfunded Exposure Account”
means a segregated, non-interest bearing securities account number 84108600, which is created and maintained on the books and records of the Securities Intermediary entitled “Unfunded Exposure Account” in the name of the Borrower and
subject to the Lien of the Collateral Agent for the benefit of the Secured Parties, which is established and maintained pursuant to Section 8.1(a). 

“Unfunded Exposure Shortfall” has the meaning set forth in Section 8.1(a). 

“Unmatured Event of Default” means any event that, if it continues uncured, will, with lapse of time or notice
or lapse of time and notice, constitute an Event of Default. 
 “Unmatured Servicer Default” means any event
that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute a Servicer Default. 

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56. 
 “U.S. Borrower” means any Borrower that
is a U.S. Person. 
 “U.S. Person” means any Person that is a “United States person” as defined in
Section 7701(a)(30) of the Code. 

“U.S.
 Special Resolution Regimes” has the meaning set forth in Section 17.20. 

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 4.3(f). 

“Valuation Standard” means one or a combination of customary and usual valuation methodologies generally
accepted in the pricing and valuation market to derive a fair assessment of the current “fair value” as specified below of a Collateral Obligation and without regard to any compensation received from, or agency relationship with, any
Person; provided that such fair value shall be based on the most recent financial reporting and/or any other customary financial and other information with respect to such Collateral Obligation including, without limitation, the
following: (i) the financial performance of the Obligor of such Collateral Obligation; (ii) a fundamental analysis which may be based on discounted cash flow and a multiples-based approach based on comparable companies in the relevant
sector or another generally accepted methodology for valuing companies in the relevant sector; and (iii) the current market environment (e.g., quoted trading levels on the Collateral Obligation (if available) and the relative trading levels and
yields for debt instruments of comparable companies). For purposes of this definition, “fair value” is defined as the price that would be received when selling a Collateral Obligation in an orderly transaction between market participants
on the date of measuring such a value. 

  
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 “Variable Funding Asset” means any Revolving Loan or other
asset that by its terms may require one or more future advances to be made to the related Obligor by any lender thereon or owner thereof. 

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the
applicable rules and regulations thereunder. 
 “Warrant Asset” means any equity purchase warrants or
similar rights convertible into or exchangeable or exercisable for any equity interests received by the Borrower as an “equity kicker” from the Obligor in connection with a Collateral Obligation. 

“Warranty Collateral Obligation” has the meaning set forth in Section 7.11. 

“Weighted Average Advance Rate” means, as of any date of determination with respect to all Eligible Collateral
Obligations included in the Adjusted Aggregate Eligible Collateral Obligation Balance, the number obtained by (i) summing the products obtained by multiplying (a) the Advance Rate of each such Eligible Collateral Obligation by
(b) such Eligible Collateral Obligation’s contribution to the Adjusted Aggregate Eligible Collateral Obligation Balance and (ii) dividing such sum by the Adjusted Aggregate Eligible Collateral Obligation Balance. 

“Weighted Average Coupon” means, as of any day, the number expressed as a percentage equal to (i) the
sum, for each Eligible Collateral Obligation (including, for any Deferrable Collateral Obligation, only the required current cash pay interest thereon) that is a Fixed Rate Collateral Obligation of (x) the interest rate for such Collateral
Obligation minus the LIBOR Rate multiplied by (y) the Collateral Obligation Amount of each such Collateral Obligation divided by (ii) the sum of the Collateral Obligation Amounts for all Eligible Collateral Obligations that are Fixed
Rate Collateral Obligations. 
 “Weighted Average Life” means, as of any day with respect to all Eligible
Collateral Obligations included in the Collateral, the number of years following such date obtained by (i) summing the products obtained by multiplying (a) the Average Life at such time of each such Eligible Collateral Obligation by
(b) the Collateral Obligation Amount of such Collateral Obligation and (ii) dividing such sum by the aggregate Collateral Obligation Amounts of all Eligible Collateral Obligations included in the Collateral. 

“Weighted
 Average Market Value” means, as of any date of determination, the number obtained by (i) summing the products obtained by (a) multiplying (x) the Market Value of each Broadly Syndicated Loan by (y) the Principal Balance of
each Broadly Syndicated Loan, in each case of clauses (a)(x) and (a)(y), as of such date of determination and (b) multiplying (x) the Market Value of each Reclassified Broadly Syndicated Loan by (y) the Principal Balance of each
Reclassified Broadly Syndicated Loan, in each case of clauses (b)(x) and (b)(y), as of the applicable Reclassification Date and (ii) dividing such sum by the aggregate Principal Balance of all Broadly Syndicated Loans as of such date of determination and the aggregate Principal Balance of all Reclassified Broadly Syndicated Loans as of the applicable Reclassification Date. 

  
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 “Weighted Average Moody’s Rating Factor” has the
meaning specified in Schedule 5. 
 “Weighted Average Spread” means, as of any day, the number
expressed as a percentage equal to (i) the Aggregate Funded Spread divided by (ii) the Aggregate Eligible Collateral Obligation Amount. 

“Withholding Agent” means the Borrower, the Facility Agent, the Collateral Agent and the Servicer. 

“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. 

“written” or “in writing” (and other variations thereof) means any form of written
communication or a communication by means of telex, telecopier device, telegraph or cable. 
 “Yield” means,
with respect to any period, the daily interest accrued on Advances during such period as provided for in Article III. 

Section 1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement have
the meanings as so defined herein when used in the Notes or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto or thereto. 

(b) Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural
thereof when the plural form of such term is used in this Agreement, the Notes or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto or thereto, and each term defined in the plural form in
Section 1.1 shall mean the singular thereof when the singular form of such term is used herein or therein. 
 (c)
The words “hereof,” “herein,” “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, the term “including”
means “including without limitation,” and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified. 

(d) The following terms which are defined in the UCC in effect in the State of New York on the date hereof are used herein as
so defined: Accounts, Certificated Securities, Chattel Paper, Control, Documents, Equipment, Financial Assets, Funds-Transfer System, General Intangibles, Indorse and Indorsed, Instruments, Inventory, Investment Property, Proceeds, Securities
Accounts, Securities Intermediary, Security Certificates, Security Entitlements, Security Interest and Uncertificated Securities. 

  
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 (e)
For the avoidance of doubt, on each Measurement Date, the status of each Collateral Obligation shall be re-determined by the Servicer as of such date and, as a consequence thereof, (i) Collateral Obligations that were previously Eligible
Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount calculated on such Measurement Date and (ii) to the extent a new Approval Notice is provided by the Facility Agent,
Collateral Obligations that were previously excluded from the Aggregate Eligible Collateral Obligation Amount on a prior Measurement Date may be included in the Aggregate Eligible Collateral Obligation Amount calculated on such Measurement
Date.[Reserved]. 

(f) Unless otherwise specified, each reference in this Agreement or in any other Transaction Document to a Transaction Document
shall mean such Transaction Document as the same may from time to time be amended, restated, supplemented or otherwise modified in accordance with the terms of the Transaction Documents. 

(g) Unless otherwise specified, each reference to any Applicable Law means such Applicable Law as amended, modified, codified,
replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law
from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision. 

(h) All calculations required to be made hereunder with respect to the Collateral Obligations and Borrowing Base shall be made
on a trade date basis and after giving effect to (x) all purchases or sales to be entered into on such trade date, (y) all Advances requested to be made on such trade date plus the balance of all unfunded Advances to be made in connection
with the Borrower’s purchase of previously requested (and approved) Collateral Obligations and (z) in the case of calculations pursuant to Section 8.3(a), all distributions to be made at or prior to the relevant time
of determination. 
 (i) Any use of “knowledge” or “actual knowledge” in this Agreement shall mean actual
knowledge after reasonable inquiry. 
 (j) Any use of “material” or “materially” or words of similar
meaning in this Agreement shall mean material, as determined by the Facility Agent in its commercially reasonable discretion. 

  
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 (k) For purposes of this Agreement, an Event of Default or Servicer Default
shall be deemed to be continuing until it is waived in accordance with Section 17.2. be payable if, as of the date of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with the CLO
Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender
pursuant to Section 5.1 within the immediately preceding 30 days. 
 Section 2.6 Extension of Revolving Period. The
Borrower may, at any time after the three-month anniversary of the Effective Date and prior to the date that is thirty days prior to the last date of the Revolving Period, deliver a written notice to each Lender (with a copy to the Facility Agent
and each Agent) requesting an extension of the Revolving Period for an additional six (6) months (an “Extension Request”). Each Lender may approve or decline an Extension Request in its sole discretion; provided, that
the Lenders shall respond to an Extension Request in writing not later than 30 days following receipt of such Extension Request, and if any Lender does not respond in writing by the end of such 30 day period it shall be deemed to have denied such
Extension Request. No request by the Borrower to extend the Revolving Period shall be considered an “Extension Request” if such request is conditioned on an amendment to any other provision of the Transaction Documents. 

Section 2.7 Calculation of Discount Factor. 

(a) In connection with the purchase of each Collateral Obligation and prior to such Collateral Obligation being purchased by
the Borrower and included in the Collateral or in connection with the circumstances described in clause (c) below, the Facility Agent will assign
(in its sole discretion) a Discount Factor for such Collateral Obligation, which Discount Factor shall remain effective for such Collateral Obligation except as provided in clause
(b) below.; provided that, with respect to any Collateral Obligation that is a Non-Revalued Broadly Syndicated
Loan, the Discount Factor of such Collateral Obligation shall be the Market Value of such Non-Revalued Broadly Syndicated Loan unless otherwise directed by the Facility Agent in its sole
discretion. 
 (b) If a Revaluation Event occurs with respect to
any Collateral Obligation, the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole discretion; provided that the Borrower may dispute the Discount Factor and at the expense of the Borrower elect to
retain an Approved Valuation Firm to determine the Discount Factor no later than sixty (60) days after such assignment by the Facility Agent and in accordance with the Valuation Standard; provided, further, that if the
Facility Agent disputes the determination of the Discount Factor by such Approved Valuation Firm, the Facility Agent may at the expense of the Borrower for up to two (2) Collateral Obligations and at the expense of the Facility Agent thereafter
elect to retain a different Approved Valuation Firm to determine the Discount Factor in accordance with the Valuation Standard; provided, further, that
the Borrower shall not at any time retain a different Approved Valuation Firm to determine a different Discount Factor for the same Collateral Obligation; provided, further, that any
and all determinations by any Approved Valuation Firm of the Discount Factor shall be re-calculated, at the Borrower’s sole expense, every six (6) months after the date of such initial determination. If any additional Revaluation Event
occurs with respect to any Collateral Obligation or the Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) with respect


  
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to such Collateral Obligation becomes (i) more than 2.00x higher than the applicable Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral
Obligation actually held by the Borrower) and is greater than 8.00x total (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower) or (ii) more than 3.00x higher than the applicable
Original Leverage Multiple (as measured solely through the tranche or tranches of such Collateral Obligation actually held by the Borrower), the Discount Factor of such Collateral Obligation may be amended by the Facility Agent, in its sole
discretion, and the Borrower may not dispute such Discount Factor. The Discount Factor (determined as the lower of (x) the Purchase Price paid by the Borrower for such Collateral Obligation and (y) the outstanding principal balance of such
Collateral Obligation) shall be recalculated (by the Facility Agent) based on the average of the valuations provided by the Approved Valuation Firms. The Facility Agent will provide written notice of the revised Discount Factor to the
Borrower, the Servicer and the Collateral Agent and each Agent. To the extent a Responsible Officer of the Servicer has actual knowledge or has received notice of any Revaluation Event with respect to any Collateral Obligation, the Servicer shall
give prompt notice thereof to the Facility Agent and the Collateral Agent (but, in any event, not later than two (2) Business Days after it receives notice or a Responsible Officer of the Servicer gains actual knowledge thereof). 

(c) If the circumstances giving rise to any Revaluation Event with regard to any Collateral Obligation cease to be applicable,
the Servicer may provide written notice of such changed circumstance to the Facility Agent and each Agent, and if no Revaluation Event shall then be continuing for such Collateral Obligation, the Facility Agent may assign a new Discount Factor for
such Collateral Obligation in its sole discretion as set forth in clause (a) above. 
 (d) After
 the Agency Rating of an Eligible Collateral Obligation has been downgraded, the Servicer may request that
the Facility Agent reduce the Discount Factor of such Eligible Collateral Obligation and the Facility Agent may so reduce the Discount Factor of such Eligible Collateral Obligation in the Facility Agent’s sole discretion. 
 Section 2.8 Increase in Facility Amount. The Borrower may, with the
prior written consent of the Facility Agent (which consent may be conditioned on one or more conditions precedent in its sole discretion), (i) increase the Commitment of the existing Lender Groups (pro rata) with the consent of each such
Lender Group, (ii) add additional Lender Groups and/or (iii) increase the Commitment of any Lender Group with the consent of such Lender Group, in each case which shall increase the Facility Amount by the amount of the Commitment of each
such existing or additional Lender Group. Each increase in the Facility Amount shall be allocated to each participating Lender Group pro rata based on their Commitments immediately prior to giving effect to such increase. Notwithstanding
the foregoing, no such increase shall be permitted without the prior written consent of each of the Servicer and DBNY if, after giving effect to any such increase, DBNY’s Commitment will no longer be at least 51% of the Facility
Amount. 
 Section 2.9 Defaulting Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: 

  
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 (i) any payment of principal, interest, fees or other amounts received by
the Collateral Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Facility Agent as follows: first, to the
payment of any amounts owing by that Defaulting Lender to the Facility Agent hereunder; second, as the Borrower may request (so long as no Event of Default or Unmatured Event of Default exists (except to the extent caused by such Defaulting
Lender, as determined by the Facility Agent in its sole discretion)), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Facility Agent;
third, if so determined by the Facility Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund future Advances under this Agreement;
fourth, to the payment of any amounts owing to the other Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; fifth, so long as no Event of Default or Unmatured Event of Default exists (except to the extent caused by such Defaulting Lender, as determined by the Facility Agent in its sole discretion), to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances in respect of which such Defaulting
Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.9 shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and 
 (ii) for any period during which
such Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Undrawn Fee or Minimum
Utilization Fee for any period during which that Lender is a Defaulting Lender (and under no circumstance shall the Borrower retroactively be or become required to pay any such fee that otherwise
would have been required to have been paid to such Defaulting Lender). 
 (b) If the Facility Agent and the Borrower
determine in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or take such other actions as the
Facility Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties and subject to Section 17.19,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
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 ARTICLE III 

YIELD, UNDRAWN FEE,
MINIMUM 

UTILIZATION
FEE ETC. 
 Section 3.1 Yield and, Undrawn Fee and Minimum Utilization Fee. (a) The Borrower hereby promises to pay, on the dates specified in Section 3.2, Yield on the outstanding amount of each Advance (or each portion thereof) for the period commencing on the applicable
Advance Date until such Advance is paid in full. No provision of this Agreement or the Notes shall require the payment or permit the collection of Yield in excess of the maximum amount permitted by Applicable Law. 

(b) The Borrower shall pay the
Undrawn Fee and the Minimum Utilization Fee on the dates specified
in Section 3.2. 
 Section 3.2 Yield Distribution Dates. Yield accrued on each Advance (including any
previously accrued and unpaid Yield)
and, Undrawn Fee (as applicable) and Minimum Utilization Fee shall be payable, without duplication: 

(a) on the Facility Termination Date; 

(b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Advance; and 

(c) on each Distribution Date. 

Section 3.3 Yield Calculation. Each
NoteThe Advances shall bear interest on each day
during each Accrual Period at a rate per annum equal to the product of (a) the Interest Rate for such Accrual Period multiplied by (b) the outstanding Advances attributable to such Note on such day. All Yield shall be computed on the basis of the actual number of days
(including the first day but excluding the last day) occurring during the period for which such Yield is payable over a year comprised of 360 days. 

Section 3.4 Computation of Yield, Fees, Etc. Each Agent (on behalf of its respective Lender Group) and the Facility Agent shall
determine the applicable Yield and all Fees to be paid by the Borrower on each Distribution Date for the related Accrual Period and shall advise the Collateral Agent thereof in writing no later than the Determination Date immediately prior to such
Distribution Date. Such reporting may also include an accounting of any amounts due and payable pursuant to Sections 4.3 and 5.1. 

  
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 ARTICLE IV 

PAYMENTS; TAXES 

Section 4.1 Making of Payments. Subject to, and in accordance with, the provisions hereof and Section 2.4 or
Section 8.3(a), as applicable, all payments of principal of or Yield on the Advances and other amounts due to the Lenders shall be made pursuant to Section 8.3(a) by no later than 3:00 p.m., New York City time, on the day
when due in lawful money of the United States of America in immediately available funds. Payments received by any Lender or Agent after 3:00 p.m., New York City time, on any day will be deemed to have been received by such Lender or Agent on the
next following Business Day. The respective Agent for each Lender Group shall allocate to the Lenders in its Lender Group each payment in respect of the Advances received by the respective Agent as provided by Section 8.3 or
Section 2.4, as applicable. Payments in reduction of the principal amount of the Advances shall be allocated and applied to Lenders pro rata based on their respective portions of such Advances, or in any such case in such other
proportions as each affected Lender may agree upon in writing from time to time with such Agent and the Borrower. Payments of Yield and, Undrawn Fee and Minimum Utilization Fee shall be allocated and applied to
Lenders pro rata based upon the respective amounts of such Yield and, Undrawn Fee and Minimum Utilization Fee due and payable to them. 

Section 4.2 Due Date Extension. If any payment of principal or Yield with respect to any Advance falls due on a day which is not a
Business Day, then such due date shall be extended to the next following Business Day, and additional Yield shall accrue and be payable for the period of such extension at the rate applicable to such Advance. 

Section 4.3 Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower
under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the
deduction or withholding of any Tax from any such payment by a Withholding Agent, 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
Official Body in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower 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 4.3) the applicable Recipient 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 Borrower. The Borrower shall timely pay to the relevant Official Body in accordance
with Applicable Law, or at the option of the Facility Agent (without duplication) timely reimburse it for the payment of, any Other Taxes. 

  
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 (c) Indemnification by the Borrower. The Borrower shall indemnify
(without duplication) each Recipient, within 10 days after written demand therefor, which demand shall be accompanied with documents evidencing the same, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted
on or attributable to the Collateral Obligations to be purchased by it on such Funding Date, demonstrating that (i) with respect to each Advance, all of the Collateral Quality Tests and the Minimum Equity Test are satisfied, or (ii) with
respect to each Reinvestment, (A) the Diversity Score is at least 10 and (B) each other Collateral Quality Test is satisfied or, if not satisfied, maintained or improved, and the Minimum Equity Test is satisfied. 

(g) Hedging Agreements. The Facility Agent shall have received evidence, in form and substance reasonably satisfactory
to the Required Lenders, that the Borrower has entered into Hedging Agreements to the extent required by, and satisfying the requirements of, Section 10.6; 

(h) Facility Agent Approval. In connection with the acquisition of any Collateral Obligation by the Borrower, or the incremental pledge of any Collateral Obligation owned by the Borrower, (1) the Borrower shall have received a copy of an Approval Notice with
respect to such Collateral Obligation, evidencing (1) the approval of the Facility Agent, in its sole discretion, of any and all Collateral Obligations to
be added to the Collateral, (2) the assigned Discount Factor for such Collateral Obligation, (3) whether such Collateral Obligation is an Enterprise Value Loan or an Asset Based Loan, (4) whether such Collateral Obligation is a First
Lien Loan, FILO, Second Lien Loan or such other Loan type permitted for purchase hereunder, (5) with respect to any Asset Based Loan, whether such Asset Based Loan is secured by working capital, fixed assets or intellectual property and
(6) any related Permitted Working Capital Liens from the Facility Agent and (2) the Borrower
(or the Servicer on its behalf) shall have given electronic notice back to the Facility Agent that it acknowledges and agrees to the terms set forth in the related Approval Notice; 

(i) Permitted Use. The proceeds of any Advance or Reinvestment will be used solely by the Borrower (A) to
acquire Collateral Obligations as identified on the applicable Asset Approval Request or (B) to satisfy any unfunded commitments in connection with any Variable Funding Asset; 

(j) Appraised Value. In connection with the acquisition of each Asset Based Loan and within the time periods set forth
below, the Borrower or the Servicer (on behalf of the Borrower) shall have retained or shall have caused the Obligor to retain an Approved Valuation Firm to calculate the Appraised Value of (A) with respect to any such Collateral Obligation
that has intellectual property, equipment or real property, as the case may be, in its borrowing base, the collateral securing such Collateral Obligation within twelve (12) months prior to the acquisition of such Collateral Obligation and
inclusion into the Collateral and (B) with respect to all other Asset Based Loans, the collateral securing such Collateral Obligation within six (6) months prior to the acquisition of such Collateral Obligation and inclusion into the
Collateral. The Servicer shall report the Approved Valuation Firm, appraisal metric and Appraised Value for such Collateral Obligation to the Facility Agent (with a copy to each Agent) in the Advance Request related to such Collateral
Obligation. In addition, the Servicer shall deliver promptly following receipt thereof (x) to the Facility Agent, each updated Appraised Value for a Collateral Obligation and (y) to each Agent, any updated Appraised Value for a
Collateral Obligation required by clause (h) of the definition of “Revaluation Event”; 

  
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 Section 7.3 Duties of the Servicer. The Servicer shall manage, service,
administer and make collections on the Collateral Obligations and perform the other actions required by the Servicer in accordance with the terms and provisions of this Agreement and the Servicing Standard. 

(a) The Servicer shall take or cause to be taken all such actions, as may be reasonably necessary or advisable to attempt to
recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the applicable Collateral Obligation and its Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the Servicer,
from time to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations. 

(b) The Servicer shall administer the Collections in accordance with the procedures described herein. The Servicer shall
deposit all Collections received directly by it into the Collection Account within one (1) Business Day of receipt thereof. The Servicer shall identify all Collections as either Principal Collections or Interest Collections, as applicable.
The Servicer shall make such deposits or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer. 

(c) The Servicer shall maintain for the Borrower and the Secured Parties in accordance with their respective interests all
Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following
the occurrence and during the continuation of a Servicer Default, deliver to the Facility Agent and the Collateral Agent (with a copy to each Agent) copies of all Records in its possession which evidence or relate to the Collections. 

(d) The Servicer shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash
collections or other cash proceeds received with respect to each Collateral Obligation that does not constitute a Collateral Obligation or was paid in connection with a Retained Interest. 

(e) On each Measurement Date,
(i) the Servicer (on behalf of the Borrower) shall
re-determine the status of each Collateral Obligation as of such calculation date and to provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Agent and, as a consequence thereof, Collateral
Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date and, to the extent a new Approval Notice is provided by
the Facility Agent, Collateral Obligations that were previously excluded from the Aggregate Eligible Collateral Obligation Amount may be included on such Measurement
Date and (ii) the Servicer shall provide to the Facility Agent the updated Borrowing Base model (in
Microsoft Excel format). 

  
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 (f) The Servicer, with prior written notice to the Facility Agent (with a
copy to the Collateral Agent) may execute any of its duties under this Agreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or attorneys in fact; provided that, it shall remain liable for all such
duties as if it performed such duties itself. 

(g) On each MV Measurement Date, the Servicer (on
behalf of the Borrower) shall provide (in Microsoft Excel format) to the Facility Agent (i) the following information with respect to each Broadly Syndicated Loan and Reclassified Broadly Syndicated Loan, as applicable: the Purchase Price, the
Market Value as of the Fourth Amendment Effective Date, the Principal Balance as of the Fourth Amendment Effective Date, the loan type as of the Cut-Off Date, the current loan type, the applicable Reclassification Date (if any), the current
Principal Balance and current Market Value of each Broadly Syndicated Loan, the Principal Balance and the Market Value of each Reclassified Broadly Syndicated Loan as of the applicable Reclassification Date, the source of such Market Value(s) and
the number of bids available for such Loan(s) and (ii) the calculations of, and difference between, the Initial Weighted Average Market Value and the Weighted Average Market Value, in each case of clauses (i) and (ii), as of such MV
Measurement Date. 
 Section 7.4 Representations and Warranties of the Servicer. The Servicer represents, warrants
and covenants as of the Effective Date
and, each Funding Date and each other Measurement Date as to itself: 

(a) Organization and Good Standing. It has been duly organized and is validly existing as a corporation in good standing
under the laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted; 

(b) Due Qualification. It is duly qualified to do business as a corporation in good standing and has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do so would have a Material Adverse Effect; 
 (c)
Power and Authority. It has the power, authority and legal right to execute and deliver this Agreement and the Transaction Documents to which it is a party (in any capacity) and to perform its obligations hereunder and thereunder; and the
execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party (in any capacity) have been duly authorized by the Servicer by all necessary corporate action; 

(d) Binding Obligations. This Agreement and the Transaction Documents to which it is a party (in any capacity) have been
duly executed and delivered by the Servicer and, assuming due authorization, execution and delivery by each other party hereto and thereto, constitute its legal, valid and binding obligations enforceable against it in accordance with their
respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, (B) equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (C) implied covenants of good faith and fair dealing; 

  
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(t)
 Equity of the Borrower. The Equityholder shall neither
pledge the equity interests of the Borrower nor otherwise
permit any equity interests of the Borrower to be subject to a Lien. 

Section 7.5 Covenants of the Servicer. Until the date on or after the Facility Termination Date on which the Commitments have been
terminated in full and the Obligations (other than contingent Obligations for which no claim has been made) shall have been repaid in full: 

(a) Compliance with Agreements and Applicable Laws. The Servicer shall perform each of its obligations under this
Agreement and the other Transaction Documents and comply with all Applicable Laws, including those applicable to the Collateral Obligations and all Collections thereof, except to the extent that the failure to so comply would not reasonably be
expected to have a Material Adverse Effect. 
 (b) Maintenance of Existence and Conduct of Business. The Servicer
shall: (i) do or cause to be done all things necessary to (A) preserve and keep in full force and effect its existence as a corporation and its rights and franchises in the jurisdiction of its formation and (B) qualify and remain qualified
as a foreign corporation in good standing and preserve its rights and franchises in each jurisdiction in which the failure to so qualify and remain qualified and preserve its rights and franchises would reasonably be expected to have a Material
Adverse Effect; (ii) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder or under its organizational documents; and (iii) at all times maintain, preserve and protect all of its licenses,
permits, charters and registrations except where the failure to maintain, preserve and protect such licenses, permits, charters and registrations would not reasonably be expected to have a Material Adverse Effect. 

(c) Books and Records. The Servicer shall keep proper books of record and account in which full and correct entries
shall be made of all financial transactions and the assets and business of the Servicer in accordance with GAAP, maintain and implement administrative and operating procedures, and keep and maintain all documents, books, records and other
information necessary or reasonably advisable for the collection of all Collateral Obligations. 
 (d) Payment,
Performance and Discharge of Obligations. The Servicer shall pay, perform and discharge or cause to be paid, performed and discharged promptly all Charges payable by it except where the failure to so pay, discharge or otherwise satisfy such
obligation would not, individually or in the aggregate, be expected to have a Material Adverse Effect. 
 (e) ERISA.
The Servicer shall give the Facility Agent, the Collateral Agent and each Agent prompt written notice of any ERISA Event that, alone or together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse
Effect. 

  
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 information regarding the Obligors, and the failure of the Servicer to provide access as a result of such
obligation shall not constitute a breach of this Section 7.9. 
 (e) The Servicer shall bear the costs and
expenses of all audits and inspections permitted by this Section 7.9 as well as Section 18.6. 
 Section 7.10
Optional Sales. (a) The Borrower shall have the right to sell all or a portion of the Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: 

(i) immediately after giving effect to such Optional Sale: 

(A) each Collateral Quality Test is satisfied (or, (1) if (x) any Collateral Quality Test (other than the Minimum
Diversity Test) is not satisfied it is maintained or improved and (y) the Minimum Diversity Test is satisfied, or (2) the Facility Agent shall have consented to such sale, in its sole discretion); 

(B) the Minimum Equity Test is satisfied; 

(C) the Borrowing Base is greater than or equal to the Advances outstanding; and 

(D) no Event of Default, Unmatured Event of Default, Unmatured Servicer Default or Servicer Default shall have occurred and be
continuing; 
 provided, notwithstanding clause (A) through (C) above, so long as the Minimum Diversity Test is satisfied
immediately after giving effect to such sale, the Borrower may at any time make, solely during the Revolving Period, any Optional Sale of any
Collateral Obligation if the sale price is equal to or greater than an amount equal to the Advance Rate multiplied by the greater of par and the related Purchase Price (expressed in Dollars) of such Collateral Obligation;
provided, further, clause (D) shall not apply to any Optional Sale of assets during an Unmatured Event of Default so long as (x) the sale price of such assets is equal to the fair market value thereof, (y) the proceeds
of such sale are sufficient to cure such Unmatured Event of Default and (z) no more than three (3) such sales occur in any calendar year. 

(ii) No later than the trade date of any Optional Sale, the Servicer, on behalf of the Borrower, shall give the Facility Agent, the Collateral
Custodian and the Collateral Agent written notice (which may be via email to the Facility Agent, the Collateral Custodian and the Collateral Agent) of such Optional Sale, which notice shall identify the related Collateral subject to such Optional
Sale and the expected proceeds from such Optional Sale and include (x) a written representation from the Servicer that, immediately after giving effect to such Optional Sale, the Minimum Equity Test is satisfied and the Borrowing Base is
greater than or equal to the Advances outstanding and (y) a written calculation of the Diversity Score immediately after giving effect to such Optional Sale; 

  
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 (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower
(A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or flow-of-funds memo agreed to between the Facility
Agent, the Equityholder and the Servicer (a copy of which will be provided to the Collateral Agent) and, in the event of any conflict between such flow-of-funds memo and any provision of this Agreement, such flow-of-funds memo will control. 

(e) Notwithstanding the foregoing, if the CLO Takeout does not occur by reason of an Event of Default, then Borrower shall pay
as administrative expenses the costs of setting up this facility, the Transaction Documents and related documentation. 
 (f)
At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Advance on deposit therein as may be needed to settle any pending acquisition of an Eligible Collateral Obligation. 

Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Servicer as to the satisfaction of the conditions
precedent set forth in Section 6.2 and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower
and (B) the amount of Collections on deposit in the Collection Account. 
 Section 8.4 Fees. The Borrower shall pay the
Undrawn Fee, the Structuring Fee, the Minimum Utilization Fee and
any other fees (collectively, “Fees”) in the amounts and on the dates set forth herein or in one or more fee letter agreements, dated on or after the date hereof, signed by the Borrower, the Facility Agent and/or any applicable
Lender Group (as any such fee letter agreement may be amended, restated, supplemented or otherwise modified from time to time, a “Fee Letter”). 

Section 8.5 Monthly Report. The Collateral Agent shall prepare (based on information provided
to it by the Servicer, the Facility Agent, the Agents and the Lenders as set forth herein) a Monthly Report in the form of Exhibit D determined as of the close of business on each Determination Date and make available such Monthly Report to
the Facility Agent, each Agent the Borrower and the Servicer on each Reporting Date starting with the Reporting Date in October 2018. If any party receiving any Monthly Report disagrees with any items of such report, it shall contact the
Collateral Agent and notify it of such disputed item and provide reasonably sufficient information to correct such item, with (if other than the Facility Agent) a copy of such notice and information to the Facility Agent, each Agent and the
Servicer. If the Collateral Agent agrees with any such correction and unless the Collateral Agent is otherwise timely directed by the Facility Agent, the Collateral Agent shall distribute a revised Monthly Report on the Business Day after it
receives such information. If the Collateral Agent does not agree with any such correction or it is directed by the Facility Agent that the Collateral Agent should not make such correction, the Collateral Agent shall (within one Business Day)
contact the Facility Agent and request instructions on how to proceed. The Facility Agent’s reasonable determination with regard to any disputed item in the Monthly Report shall be final. 

  
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 The Servicer shall reasonably cooperate with the Collateral Agent in connection with the
preparation of the Monthly Reports and any supplement thereto. Without limiting the generality of the foregoing, the Servicer shall supply any information maintained by it that the Collateral Agent may from time to time reasonably request with
respect to the Collateral and reasonably needs to complete the reports, calculations and certificates required to be prepared by the Collateral Agent hereunder or required to permit the Collateral Agent to perform its obligations hereunder. Without
limiting the generality of the foregoing, in connection with the preparation of a Monthly Report, (i) the Servicer shall be responsible for providing the Collateral Agent the information required for parts (a) through (c) of
Exhibit D for such Monthly Report and (ii) the Facility Agent and the Agents shall be responsible for providing to the Collateral Agent the information required by Section 3.4 for part (d) of Exhibit D for such
Monthly Report on which the Collateral Agent may conclusively rely. The Servicer shall review and verify the contents of the aforesaid reports (including the Monthly Report), instructions, statements and certificates. Upon receipt of approval from
the Servicer, the Collateral Agent shall send such reports, instructions, statements and certificates to the Borrower and the Servicer for execution. 

ARTICLE IX 
 REPRESENTATIONS AND
WARRANTIES OF THE BORROWER 
 In order to induce the other parties hereto to enter into this Agreement and, in the case of the Lenders, to
make Advances hereunder, the Borrower hereby represents and warrants to the Facility Agent, the Agents and the Lenders as to itself, as of the Effective
Date, each Funding Date and each Fundingother Measurement
Date, as follows: 
 Section 9.1 Organization and Good Standing. It
has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is
currently conducted. It had at all relevant times and now has, power, authority and legal right (x) to acquire and own the Collateral Obligations and the Related Security, and to grant to the Collateral Agent a security interest in the
Collateral Obligations and the Related Security and the other Collateral and (y) to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. 

Section 9.2 Due Qualification. It is duly qualified to do business and has obtained all necessary licenses and approvals and made
all necessary filings and registrations in all jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

Section 9.3 Power and Authority. It has the power, authority and legal right to execute and deliver this Agreement and the other
Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder; has full power, authority and legal right to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable
security interest in the Collateral Obligations and the other Collateral and has duly authorized such grant by all necessary action. 

  
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 Section 9.4 Binding Obligations. This Agreement and the Transaction Documents to
which it is a party have been duly executed and delivered by the Borrower and are enforceable against the Borrower in accordance with their respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, (B) equitable limitations on the availability of specific engaged in or permitted any activity that has caused it to be treated as a
corporation for U.S. federal income tax purposes, including, without, limitation, by election or by operation of Section 7704 of the Code. Each Person that is treated as an equityholder of the Borrower for U.S. federal income tax purposes
is a U.S. Person. It has filed on a timely basis all U.S. federal
and other material Tax returns (including foreign, state, local and otherwise) required to be filed, if any, and has paid
all U.S. federal and other material Taxes due and payable
by it and any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Official Body (other than any amount the validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower). No Lien or similar Adverse Claim has been filed, and no claim is being asserted, with respect to any Tax. Any material Taxes
payable by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby including the transfer of each Collateral Obligation and the Related
Security to the Borrower have been paid or shall have been paid if and when due at or prior to the Effective Date or the Advance Date, as applicable. 

Section 9.12 Monthly Report. Each Monthly Report is accurate in all material respects as of the date thereof, or, in the case of
information contained therein received from any un-Affiliated third party (which shall include any statements and calculations to the extent such statements or calculations are inaccurate solely as a result of such information), is true and
correct in all material respects to the Borrower’s knowledge. 
 Section 9.13 No Liens, Etc. The Collateral and each part
thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and
interests therein, and 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
such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable
UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect
naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured
Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted or Liens for Taxes that are not material Taxes against the Borrower if such Taxes are
not at the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and
records. 
 Section 9.14 Information True and Correct. All 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 Borrower in writing to any Lender, the Collateral Agent, any Agent or the Facility Agent in connection with this
Agreement tax purposes). Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. 

  
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 There is not now, nor will there be at any time in the future, any agreement or
understanding between the Borrower and the Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes. 

Section 9.28 Transaction Documents. The Transaction Documents delivered to the Facility Agent represent all material agreements
between the Equityholder, on the one hand, and the Borrower, on the other. Upon the purchase and/or contribution of each Collateral Obligation (or an interest in a Collateral Obligation) pursuant to the this Agreement or the Sale Agreement, the
Borrower shall be the lawful owner of, and have good title to, such Collateral Obligation and all assets relating thereto, free and clear of any Adverse Claim. All such assets are transferred to the Borrower without recourse to the Equityholder
except as described in the Sale Agreement. The purchases of such assets by the Borrower constitute valid and true sales for consideration (and not merely a pledge of such assets for security purposes) and the contributions of such assets received by
the Borrower constitute valid and true transfers for consideration, each enforceable against creditors of the Equityholder, and no such assets shall constitute property of the Equityholder. 

Section 9.29 Anti-Terrorism, Anti-Money Laundering. (a) Neither the Borrower nor any OCSI Entity, officer, employee or
director, acting on behalf of the Borrower (i) is (iA) a country, territory, organization, person or entity named on any
sanctions list administered or imposed by the U.S. Government including, without limitation, the Office of Foreign Asset Control (“OFAC”) list, or any other list maintained for the purposes of sanctions enforcement by any of the
United Nations, the European Union, Her Majesty’s Treasury in the UK, Germany, Canada, Australia, and any other country or multilateral organization (collectively, “Sanctions”), including but not limited to Cuba, Sudan, Iran,
Syria, North Korea, and the Crimea region in Ukraine (the “Sanctioned Countries”); (iiB) a Person that resides, is organized or located in any of the
Sanctioned Countries 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 or any Sanctioned
Countries; or is(C) owned 50% or more or otherwise controlled, directly or indirectly by, or acting on behalf of, one or more Person who is the
subject or target of Sanctions; (iiidefined in either of the preceding clauses (A) or (B);
(ii) is a “Foreign Shell Bank” within the meaning of the USA 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
(iviii
) is 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 USA Patriot Act as warranting special measures due to money laundering
concerns. The Borrower is and each OCSI Entity, officer, employee or director, acting on behalf of the Borrower is (and is taking no action which would result in any such Person not being) in compliance with (a) all
OFAC rules and regulations, (b) all United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other sanctions, embargos and trade restrictions that the Borrower or any OCSI Entities
are subject and (c) the Anti-Money Laundering Laws. In addition, the described purpose (“trade related business activities”) does not include any kind of 

  
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 (d) Without limiting any of the other provisions hereof, if at any time the
Borrower shall propose to sell, grant a security interest in, or otherwise transfer any interest in loan receivables to any prospective lender or other transferee, the Borrower shall give to such prospective lender or other transferee computer
tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Collateral shall indicate clearly that such Collateral is subject to a first priority security interest in favor of the
Collateral Agent, for the benefit of the Secured Parties. 
 Section 10.2 Other Liens or Interests. Except for the security
interest granted hereunder and as otherwise permitted pursuant to Sections 7.10, 7.11 and 10.16, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on
the Collateral or any interest therein (other than Permitted Liens), and the Borrower 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 Borrower (other than Permitted Liens). 
 Section 10.3 Costs and Expenses.
The Borrower shall pay (or cause to be paid) all of its reasonable costs and disbursements in connection with the performance of its obligations hereunder and under the Transaction Documents. 

Section 10.4 Reporting Requirements. The Borrower shall furnish, or cause to be furnished, to the Facility Agent,
each Agent the Collateral Agent and each Lender: 
 (a) as soon as possible and in any event within three (3) Business
Days after a Responsible Officer of the Borrower shall have knowledge of the occurrence of an Event of Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default, the statement of an Executive Officer of the Borrower setting
forth complete details of such event and the action which the Borrower has taken, is taking and proposes to take with respect thereto; 

(b) promptly, from time to time, such other information, documents, records or reports respecting the Collateral Obligations or
the Related Security, the other Collateral or the condition or operations, financial or otherwise, of the Borrower as such Person may, from time to time, reasonably request so long as such information is within the possession of the Borrower or may
be obtained with neither undue burden nor expense; and 
 (c) promptly, upon a Responsible Officer of the Borrower having
actual knowledge thereof, in reasonable detail, notice (i) of any Adverse Claim that is made or asserted against any of the Collateral, (ii) any Revaluation Event and (iii) any Material Modification; provided that, with respect to the occurrence of a Revaluation Event pursuant to clause (n) of the definition thereof, any
such notice shall include the Market Value of such Reclassified Broadly Syndicated Loan as of the Business Day immediately prior to the first date on which such Loan failed to satisfy the conditions set forth in the definition of “Broadly
Syndicated Loan” (such Business Day, the “Reclassification Date”). 

  
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 (h) The Borrower shall notify the Facility Agent, each Agent and the
Collateral Agent after a Responsible Officer of the Borrower shall obtain actual knowledge of the transfer by the related Hedge Counterparty of any Hedging Agreement, or any interest or obligation thereunder. 

(i) The Borrower, with the consent of the Facility Agent in its sole discretion, may sell all or a portion of the Hedging
Agreements. The Borrower shall have the duty of obtaining a fair market value price for the sale of any Hedging Agreement, notifying the Facility Agent, each Agent and the Collateral Agent of prospective purchasers and bids, and selecting the
purchaser of such Hedging Agreement. The Borrower and, at the Borrower’s request, the Collateral Agent, upon receipt of the purchase price in the Collection Account shall, with the prior written consent of the Facility Agent, execute all
documentation necessary to release the Lien of the Collateral Agent on such Hedging Agreement and proceeds thereof. 
 Notwithstanding
anything to the contrary in this Section 10.6, the parties hereto agree that should the Borrower fail to observe or perform any of its obligations under this Section 10.6 with respect to any Hedging Agreement, the sole result
will be that the Collateral Obligation or Collateral Obligations that are the subject of such Hedging Agreement shall immediately cease to be Eligible Collateral Obligations for all purposes under this Agreement. 

Section 10.7 Tangible Net Worth. The Borrower shall maintain at all times a positive Tangible Net Worth. 

Section 10.8 Taxes. The Borrower will be either a disregarded entity or a partnership for U.S. federal income tax purposes and
will not engage in or permit any activity that causes it to be treated as a corporation for U.S. federal income tax purposes, including, without, limitation, by election or by operation of Section 7704 of the Code. Each Person that is treated
as an equityholder of the Borrower for U.S. federal income tax purposes shall at all times be a U.S. Person. The Borrower will file on a timely basis all U.S. federal and other material Tax returns (including foreign, state, local and otherwise)
required to be filed, if any, and will pay all U.S. federal and other material Taxes due and payable by it and any assessments made against it or any of its property (other than any amount the validity of which is contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP are provided on the books of the
Borrower). No more than 50% of the debt obligations (as determined for U.S. federal income tax purposes) held by
the Borrower may at any time consist of real estate mortgages as determined for purposes Section 7701(i) of the Code unless, based on written advice of Cadwalader, Wickersham & Taft LLP, Milbank LLP or an opinion of other tax counsel of
nationally recognized standing in the United States experienced in such matters, the ownership of such debt obligations will not cause the Borrower to be treated as a taxable mortgage pool for U.S. federal income tax purposes. 
 Section 10.9 Merger, Consolidation, Etc. The Borrower shall not merge or
consolidate with any other Person or permit any other Person to become the successor to all or substantially all of its business or assets without the prior written consent of the Facility Agent in its sole discretion, other than in connection with
the Merger. 

  
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 amounts paid to it pursuant to Section 8.3(a) on the applicable Distribution Date and
(B) the proceeds of any Advance on the applicable Advance Date, but only if such Advance is made in respect of an Eligible Collateral Obligation acquired by such Borrower on such Advance Date and none of the proceeds from such Advance are
needed to settle the acquisition of such Eligible Collateral Obligation. 
 (b) Prior to foreclosure by the Facility Agent
upon any Collateral pursuant to Section 13.3(c), nothing in this Section 10.16 or otherwise in this Agreement shall restrict the Borrower from exercising any Warrant Assets issued to it by Obligors from time to time to the
extent funds are available to the Borrower under Section 8.3(a) or made available to the Borrower. 
 Section 10.17
Performance of Borrower Assigned
AgreementsTransaction Documents. The Borrower
shall (i) perform and observe in all material respects all the terms and provisions of the Transaction Documents (including each of the Borrower Assigned
Agreements) to which it is a party to be performed or observed by it, maintain such Transaction Documents in full force and effect, and enforce such Transaction Documents in accordance with
their terms, and (ii) upon reasonable request of the Facility Agent, make to any other party to such Transaction Documents such demands and requests for information and reports or for action as the Borrower is entitled to make thereunder.

 Section 10.18 Reserved. 

Section 10.19 Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at
its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and
protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to
any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that
the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may
describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of,
or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. 

(b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from
the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. 

  
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 (c) It shall furnish to the Collateral Agent and the Facility Agent from
time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility
Agent may reasonably request, all in reasonable detail. 
 Section 10.20 Obligor Payment Instructions. The Borrower acknowledges
that the power of attorney granted in Section 13.10 to the Collateral Agent permits the Collateral Agent to send (at the Facility Agent’s written direction after the occurrence of an Event of Default) Obligor notification forms to
give notice to the Obligors of the Collateral Agent’s interest in the Collateral and the obligation to make payments as directed by the Collateral Agent (at the written direction of the Facility Agent). The Borrower further agrees that it
shall (or it shall cause the Servicer to) provide prompt notice to the Facility Agent of any misdirected or errant payments made by any Obligor with respect to any Collateral Obligation and direct such Obligor to make payments as required hereunder.

 Section 10.21 Delivery of Collateral Obligation Files. (a) The Borrower (or the Servicer on behalf of the Borrower)
shall deliver to the Collateral Custodian (with a copy to the Facility Agent at the following e-mail addresses (for electronic copies): amit.patel@db.com,
james.kwak@db.com, andrew.goldsmith@db.com and christopher.choi@db.com and each Agent) the Collateral Obligation Files identified on the related Document Checklist promptly upon receipt but in no event later than five
(5) Business Days of the related Funding Date; provided that any file-stamped document included in any Collateral Obligation File shall be delivered as soon as they are reasonably available (but in no event later than thirty
(30) calendar days after the related Funding Date). In addition, promptly following the occurrence of an Event of
Default, the Borrower shall deliver to the Collateral Custodian (with a copy to the Facility Agent at the email addresses set forth above) a fully executed assignment in blank for each Collateral Obligation for which the Servicer, the Equityholder
or any of their respective Affiliates is the loan agent. 

(b) The Borrower shall deliver the following: (i) all Asset Approval Requests to lenderfinance_collatreview@list.db.com,
(ii) Monthly Reports delivered in connection with Section 8.5 to csg.india@db.com, abs.conduits@db.com, dbinvestor@list.db.com, amit.patel@db.com, james.kwak@db.com, thorben.wedderien@db.com, erica.flor@db.com and andrew.goldsmith@db.com,
(iii) requests or notices delivered in accordance with Sections 2.2, 2.4 or 8.3(b), to abs.conduits@db.com, lenderfinance_collatreview@list.db.com, amit.patel@db.com, james.kwak@db.com, thorben.wedderien@db.com, erica.flor@db.com and andrew.goldsmith@db.com and
(iv) obligor reports delivered in connection with Section 7.5(l) to gcrt.ratingrequests@db.com and lenderfinance_collatreview@list.db.com. 

Section 10.22 Collateral Obligation Schedule. As of the end of each March, June, September and December of each year, the Borrower
shall deliver an update of the Collateral Obligation Schedule to the Facility Agent (with a copy to the Collateral Agent and each Agent), certified true and correct by each of the Borrower and the Servicer. The Borrower hereby authorizes a UCC-3
amendment to be filed quarterly attaching each such updated Collateral Obligation Schedule and shall file such UCC-3 amendment at the request of the Facility Agent. Upon filing, a copy of such UCC-3 shall be provided to the Collateral Agent and
Facility Agent. 

  
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 Section 10.23 Notice to Specified Obligors. With respect to any Collateral
Obligation where the related Obligor is also an obligor in respect of a Variable Funding Asset on which the Equityholder or any Affiliate thereof is a lender, the Borrower shall, or shall cause the Servicer to, deliver notice to each such Obligor
within ten Business Days of the related Cut-Off Date that the related Collateral Obligation has been assigned to the Borrower. 

Section 10.24 Risk Retention. For so long as any Obligations are outstanding and any Lender is subject to the EU Securitization
Rules: 
 (a) The Equityholder represents and undertakes to the Facility Agent and the Lenders that: (A) that as an
originator for the purposes of the EU Securitization Rules, it holds and will retain on an on-going basis, a material net economic interest in the transaction contemplated by this Agreement, which shall be comprised of 100% of the Preference Shares
of the Borrower (representing no less than 5% of the aggregate nominal value of all Collateral Obligations measured at the time of their origination (being the occasion of each origination or acquisition of a Collateral Obligation by the Borrower),
or such lesser amount that may be permitted under the
EU 
SecurizationSecuritization
 Regulation) (the “Retained Economic Interest”), for the purposes of complying with paragraph (d) of Article 6(3) of the EU Securitization Regulation as it applies at the
date of this Agreement; (B) the Equityholder shall not (and will procure that any of its Affiliates do not) short, hedge, otherwise mitigate its credit risk or sell, transfer or otherwise surrender all or part of the rights, benefits
or obligations arising from or associated with the Retained Economic Interest (except as permitted by the EU Securitization Rules); and (C) over 50% of the aggregate outstanding principal balance of the Collateral Obligations shall
constitute Retention Holder Collateral Obligations, with such proportion of Retention Holder Collateral Obligations being measured on the basis of the aggregate outstanding principal balance of the Collateral Obligations following the settlement of
each acquisition or origination of a Collateral Obligation by the Borrower, or, if at any time less than 50.01% of all of the Collateral Obligations are Retention Holder Collateral Obligations,
it shall procure that the Borrower shall only acquire or originate Eligible Collateral Obligations that qualify as Retention Holder Collateral Obligations until not less than 50.01% of all Collateral
Obligations are Retention Holder Collateral Obligations; 
 (b) Each Monthly Report shall contain or be accompanied by
a certification from the Equityholder containing a representation that all of the conditions set forth in clauses (a)(A) and (a)(B) above are true and have been true up to and on each date of the related Collection Period. The Equityholder shall provide to the Facility Agent and/or any Lender that is subject to the EU Securitization Rules:
(A) prompt written notice of any breach of the obligations set forth in clauses (a)(A) and (B) above; (B) confirmation that all of the conditions set forth in clause (a) above
continue to be complied with (x) in the event of a material change in the performance of the Collateral Obligations or the risk characteristics of the Advances and (y) upon the occurrence of any Event of Default or becoming aware of any
breach of the obligations contained in any Transaction Documents; and (C) all information and documents that the Facility Agent and/or any Lender may reasonably request in connection with its obligations under
Article 5 of the EU Securitization Regulation and any related EU Securitization Rules, but only to the extent the same is not subject to laws governing the protection of confidentiality of information and the processing of personal data
(“Restricted Information”), or if it is Restricted Information and cannot be anonymized or aggregated to the extent not prohibited by law or the terms of such Restricted Information, if the Facility Agent and/or relevant Lender
enters into a confidentiality agreement reasonably acceptable to the Equityholder; and provided that the Equityholder shall not be required to provide any information relating to any limited partner of the Equityholder and provided further that the Equityholder shall only be required to comply with Article 7 of the EU Securitization
Regulation to the extent mutually agreed upon by the Equityholder and the Facility Agent and/or any Lender that is subject to the EU Securitization Rules; 

  
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 (c)
The Equityholder represents that it has been involved in the establishment of the transaction contemplated by this Agreement by: (A) causing the formation of the Borrower as
a 100% owned subsidiary; (B) approving the eligibility criteria for the origination and acquisition of Collateral Obligations by the Borrower; and (C) negotiating and approving the execution of the Transaction Documents by the Borrower,
the Equityholder and the Servicer; 
 (d) The Equityholder hereby further represents and undertakes to the Facility Agent and
the Lenders party hereto as follows: 
 (i) It was not established for, and does not operate for, the sole purpose of
securitizing exposures. 
 (ii) (A) The Retention Holder Originated Collateral Obligations have been, or will be originated
pursuant to a sound and well-defined credit granting criteria and clearly established processes for approving, amending, modifying, renewing and financing those credits and the Equityholder has effective systems in place to apply those criteria and
processes to ensure that such credits are granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (B) the Equityholder will use reasonable skill and care to ensure that the Retention Holder
Acquired Collateral Obligations and each other Eligible Collateral Obligation acquired by the Borrower in respect of which the initial originator was not a European credit institution or investment firm (as each such term is defined in Capital Requirementsthe EU
Securitization Regulation (Regulation (EU) No 575/2013)) have been, or will be originated pursuant to a sound and well-defined credit granting criteria and clearly established processes for approving, amending, modifying, renewing and financing those credits and that
the initial originator had effective systems in place to apply those criteria and processes to ensure that such credits are granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness. 

(iii) The Equityholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has full power and authority to execute, deliver and perform its obligations under this Agreement. 

  
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 Substituted Collateral Obligations pursuant to Section 7.11 or (iv) amounts
paid to the Borrower pursuant to Section 8.3. 
 In connection with the release of a Lien on any Collateral permitted pursuant to
this Section 12.3 and conducted in the ordinary course of business consistent with industry standards and practices (including the use of escrows), the Collateral Agent, on behalf of the Secured Parties, will, at the sole expense of the
Servicer, execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Collateral;
provided, that the Collateral Agent, on behalf of the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. 

ARTICLE XIII 
 EVENTS OF DEFAULT

 Section 13.1 Events of Default. Each of the following shall constitute an Event of Default under this Agreement: 

(a) any default in the payment when due of (i) any principal of any Advance or (ii) any other amount payable by the
Borrower or the Servicer hereunder, including any Yield on any Advance, any Undrawn Fee, any Minimum
Utilization Fee or any other Fee, in each case, which default shall continue for two Business Days; 

(b) the Borrower or the Servicer shall fail to perform or observe in any material respect any other term, covenant or
agreement contained in this Agreement, or any other Transaction Document (without giving effect to any “material”, “Material Adverse Effect” or other similar qualification to such term, covenant or agreement) on its part to be
performed or observed and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11 and Section 10.16 as to each of which no grace period shall apply,
any such failure shall remain unremedied for thirty (30) days after the earlier to occur of (i) the date on which a Responsible Officer of the Borrower or the Servicer acquires actual knowledge thereof and (ii) the date on which
written notice of such failure requiring the same to be remedied shall have been given by the Facility Agent to the Borrower or the Servicer; 

(c) any representation or warranty of the Borrower or the Servicer made or deemed to have been made hereunder or in any other
Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower or the Servicer to the Facility Agent, any Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document
(including any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after
the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Servicer, and (ii) the date on which a Responsible Officer of the Borrower or the
Servicer acquires knowledge thereof; provided, observe or perform any covenant, agreement or obligation with respect to the management and distribution of funds received with respect to the Collateral; 

  
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 (m)
[reserved];the
positive difference (if any) of the Initial Weighted Average Market Value minus the Weighted Average Market Value is at least 10%; 

(n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or
any other Transaction Document without first obtaining the specific written consent of the Required Lenders, which consent may be withheld in the exercise of their respective sole and absolute discretion; 

(o) any court shall render a final, non-appealable judgment against the Borrower in an amount in excess of $100,000 (excluding,
if such aggregate amount is less than $2,500,000, the portion of any such payments made from insurance proceeds) which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 30 days of the making thereof; 

(p) [reserved]; Obligations; 

(q) failure to pay, on the Facility Termination Date, all outstanding 

(r) during the Revolving Period, the Minimum Equity Test is not satisfied and such condition continues unremedied for three (3)
consecutive Business Days; or 
 (s) a Specified Borrowing Base Breach shall have occurred and continue
unremedied for ninety (90) consecutive days. 
 Section 13.2 Effect of Event of Default. 

(a) Optional Termination. Upon notice by the Collateral Agent or the Facility Agent (acting on its own or at the
direction of the Required Lenders) that an Event of Default (other than an Event of Default described in Section 13.1(d)) has occurred, the Revolving Period will automatically terminate and no Advances will thereafter be made, and the
Collateral Agent (at the direction of the Facility Agent) or the Required Lenders may declare all or any portion of the outstanding principal amount of the Advances and other Obligations to be due and payable, whereupon the full unpaid amount of
such Advances and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment (all of which are hereby expressly waived by the Borrower) and the Facility
Termination Date shall be deemed to have occurred. 

  
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 (b) Automatic Termination.Upon the occurrence of an Event of Default
described in Section 13.1(d), the Facility Termination Date shall be deemed to have occurred automatically, and all outstanding Advances under this Agreement and all other Obligations under this Agreement shall become immediately and
automatically due and payable, all without presentment, demand, protest or notice of any kind (all of which are hereby expressly waived by the Borrower). 

  
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 all of the rights of such Lender hereunder with respect to such Advances and all references
to the Lender or Lenders in Sections 4.3, 5.1 or 15.5 shall be deemed to apply to such assignee. 
 Section 15.4
Assignment by Lenders. So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, no Lender may make any assignment, other than any proposed assignment (i) to an Affiliate of such Lender,
(ii) to another Lender hereunder or (iii) to any Person if (x) such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the
Volcker Rule) and (y) to the extent such Lender assigns its interest herein to any Person other than a Competitor, without the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned);
provided that no Lender shall be permitted to make an assignment or sell a participation in any Advance to anythe Equityholder or any Affiliate of any Equityholderthe
Equityholder; provided further, that each Lender shall first offer to sell such interest(s) to (i) the Lender affiliated with the Facility Agent and, if such Lender does not accept such offer within 10 Business Days, then (ii) to each
remaining Lender (pro rata) for a period of 10 Business Days prior to offering to any Person that is not an existing Lender. Each Lender shall endorse the Notes to reflect any assignments
made pursuant to this Article XV or otherwise. 
 Section 15.5 Registration; Registration of Transfer and
Exchange. (a) The Facility Agent, acting solely for this purpose as agent for the Borrower (and, in such capacity, the “Loan Registrar”), shall maintain a register for the recordation of the name and address of each Lender
(including any assignees), and the principal amounts (and stated interest) owing to such Lender pursuant to the terms hereof from time to time (the “Loan Register”). The entries in the Loan Register shall be conclusive absent
manifest error, and the Borrower, the Collateral Agent, the Facility Agent, each Agent and each Lender shall treat each Person whose name is recorded in the Loan Register pursuant to the terms hereof as a Lender hereunder. The Loan Register shall be
available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. 

(b) Each Person who has or who acquired an interest in a Note shall be deemed by such acquisition to have agreed to be bound by
the provisions of this Section 15.5. A Note may be exchanged (in accordance with Section 15.5(c)) and transferred to the holders (or their agents or nominees) of the Advances and to any assignee (in accordance with Section
15.4) (or its agent or nominee) of all or a portion of the Advances. The Loan Registrar shall not register (or cause to be registered) the transfer of such Note, unless the proposed transferee shall have delivered to the Loan Registrar either
(i) an Opinion of Counsel that the transfer of such Note is exempt from registration or qualification under the Securities Act of 1933, as amended, and all applicable state securities laws and that the transfer does not constitute a non-exempt
“prohibited transaction” under ERISA or (ii) an express agreement by the proposed transferee to be bound by and to abide by the provisions of this Section 15.5 and the restrictions noted on the face of such Note. 

(c) At the option of the holder thereof, a Note may be exchanged for one or more new Notes of any authorized denominations and
of a like class and aggregate principal amount at an office or agency of the Borrower. Whenever any Note is so surrendered for exchange, the Borrower shall execute and deliver (through the Loan Registrar) the new Note 

  
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The
 Borrower and the Servicer each acknowledge that the Facility Agent may be communicating with other Lenders, Agents or potential lenders in connection with an amendment or syndication of this Agreement. 
 Section 17.3 Notices, Etc. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, electronic mail, postage prepaid, or by facsimile, to the intended party at the address
or facsimile number of such party set forth under its name on Annex A or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be
effective, (a) if personally delivered, when received, (b) if sent by certified mail, three (3) Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, one Business Day after
having been given to such courier, and (d) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means, except that notices and communications pursuant to Section 2.2, shall not be effective until
received. 
 Section 17.4 Costs and Expenses. In addition to the rights of indemnification granted under
Section 16.1, the Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent, the Collateral Agent, the Collateral Custodian, the Agents and the Lenders in connection with the
preparation, execution, delivery, syndication and administration of this Agreement, any liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and
expenses agreed upon in a separate letter agreement among the Borrower, the Servicer and the Facility Agent or the Collateral Agent and Collateral Custodian Fee Letter, as applicable, and the Borrower further agrees to pay all reasonable and
documented out-of-pocket costs and expenses of the Facility Agent, the Collateral Agent, the Collateral Custodian and the Lenders in connection with any amendments, waivers or consents executed in connection with this Agreement, including the
reasonable fees and reasonable and documented out-of-pocket expenses of counsel to the Facility Agent, each Agent and any related Lender, the Collateral Agent and the Collateral Custodian with respect thereto and with respect to advising the
Facility Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all reasonable, documented and out-of-pocket costs and expenses, if any (including reasonable outside counsel fees and expenses), of the Facility Agent,
the Collateral Agent, the Collateral Custodian, the Agents and the Lenders, in connection with the enforcement against the Servicer or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to
be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Lenders other than the Facility Agent, such reimbursement shall be limited to one outside counsel to the Facility Agent, each Agent
and any related Lender. 
 Section 17.5 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit
of Borrower, the Lenders, the Agents, the Facility Agent, the Servicer, the Collateral Agent, the Collateral Custodian and their respective successors and assigns, and the provisions of Section 4.3, Article V, and
Article XVI shall inure to the benefit of the Affected Persons and the Indemnified Parties, respectively, and their respective successors and assigns; request of the Facility Agent, to cooperate with the acquisition and maintenance of any
such rating. 

  
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 Section 17.19 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA
Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, 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 party hereto that is an EEA Financial Institution; and applicable: 

(b) the effects of any Bail-in Action on any such liability, including, if 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, 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 any other Transaction Document; or 
 (iii) 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. 
 Section 17.20 Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement provides support, through
a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States): 

  
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In the event
a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the
event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such
Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and
this Agreement were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no
event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

ARTICLE XVIII 
 COLLATERAL
CUSTODIAN 
 Section 18.1 Designation of Collateral Custodian. The role of Collateral Custodian with respect to the Collateral
Obligation Files shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 18.1. Wells Fargo Bank, National Association is hereby appointed as, and hereby accepts such
appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof. 
 Section 18.2
Duties of the Collateral Custodian. 
 (a) Duties. The Collateral Custodian shall perform, on behalf of the
Secured Parties, the following duties and obligations: 
 (i) The Collateral Custodian, as the duly appointed agent of the
Secured Parties, shall take and retain custody of the Collateral Obligation Files delivered to it by, or on behalf of, the Borrower for each Collateral Obligation listed on the Schedule of Collateral Obligations attached to the related Asset
Approval Request. The Collateral Custodian acknowledges that in connection with any Asset Approval Request, additional Collateral Obligation Files (specified on an accompanying Schedule of Collateral Obligations supplement) may be delivered to
the Collateral Custodian from time to time. Promptly upon the receipt of any such delivery of Collateral Obligation Files and without any review, the Collateral Custodian shall send notice of such receipt to the Servicer, the Borrower, each Agent
and the Facility Agent. 

  
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 Annex B 

LenderCommitment 
 Deutsche Bank AG, New York Branch(a)
Prior to the Pricing Date,
$250,000,000200,000,000
 and (b) on and after the Pricing Date with the consent of the Facility Agent (in its sole discretion), $300,000,000 

  
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