EX-10.3



 Exhibit 10.3 

SALE AND CONTRIBUTION AGREEMENT 

between 
 OWL ROCK CAPITAL
CORPORATION 
 as Seller 

and 
 ORCC FINANCING LLC

 as Purchaser 
 Dated as of
December 21, 2017 







 TABLE OF CONTENTS 

 

					
		  	 	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	 
		
	 SECTION 1.1 Definitions
	  	 	1	 
		
	 SECTION 1.2 Other Terms
	  	 	3	 
		
	 SECTION 1.3 Computation of Time Periods
	  	 	3	 
		
	 SECTION 1.4 Interpretation
	  	 	3	 
		
	 SECTION 1.5 References
	  	 	4	 
		
	 ARTICLE II CONVEYANCES OF TRANSFERRED ASSETS
	  	 	4	 
		
	 SECTION 2.1 Conveyances
	  	 	4	 
		
	 SECTION 2.2 Repurchase or Substitution of Warranty Breach Loan Assets
	  	 	6	 
		
	 SECTION 2.3 Assignments
	  	 	7	 
		
	 SECTION 2.4 Actions Pending Completion of Conveyance
	  	 	7	 
		
	 SECTION 2.5 Indemnification
	  	 	8	 
		
	 SECTION 2.6 Assignment of Indemnities
	  	 	9	 
		
	 ARTICLE III CONSIDERATION AND PAYMENT; REPORTING
	  	 	9	 
		
	 SECTION 3.1 Purchase Price, Substitution Value and Repurchase Price
	  	 	9	 
		
	 SECTION 3.2 Payment of Purchase Price
	  	 	9	 
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	  	 	10	 
		
	 SECTION 4.1 Seller’s Representations and Warranties
	  	 	10	 
		
	 SECTION 4.2 Reaffirmation of Representations and Warranties by the Seller; Notice of
Breach
	  	 	13	 
		
	 ARTICLE V COVENANTS OF THE SELLER
	  	 	14	 
		
	 SECTION 5.1 Covenants of the Seller
	  	 	14	 
		
	 SECTION 5.2 Covenant of the Purchaser
	  	 	15	 
		
	 ARTICLE VI CONDITIONS PRECEDENT
	  	 	15	 
		
	 SECTION 6.1 Conditions Precedent
	  	 	15	 
		
	 ARTICLE VII MISCELLANEOUS PROVISIONS
	  	 	16	 
		
	 SECTION 7.1 Amendments, Etc
	  	 	16	 
		
	 SECTION 7.2 Governing Law: Submission to Jurisdiction; Waiver of Jury Trial
	  	 	16	 
		
	 SECTION 7.3 Notices
	  	 	17	 
		
	 SECTION 7.4 Severability of Provisions
	  	 	18	 


  
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 TABLE OF CONTENTS 

(continued) 
  


					
		  	 	Page	 
		
	 SECTION 7.5 Further Assurances
	  	 	18	 
		
	 SECTION 7.6 No Waiver; Cumulative Remedies
	  	 	18	 
		
	 SECTION 7.7 Counterparts
	  	 	18	 
		
	 SECTION 7.8 Non-Petition
	  	 	18	 
		
	 SECTION 7.9 Transfer of Seller’s Interest
	  	 	18	 
		
	 SECTION 7.10 Binding Effect; Third-Party
Beneficiaries and Assignability
	  	 	19	 
		
	 SECTION 7.11 Merger and Integration
	  	 	19	 
		
	 SECTION 7.12 Headings
	  	 	19	 

  

  
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 This SALE AND CONTRIBUTION AGREEMENT, dated as of December 21, 2017 (as amended,
supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION, a Maryland corporation, as seller (in such capacity, the “Seller”) and ORCC FINANCING LLC,
a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”). 
 WITNESSETH: 

WHEREAS, on and after the date hereof, the Seller may, from time to time on each Conveyance Date (as defined below), sell or contribute,
transfer, and otherwise convey, to the Purchaser, without recourse except to the extent specifically provided herein, and the Purchaser may, from time to time on each Conveyance Date, purchase or accept a contribution of all right, title and
interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located) in and to the Loan Assets (as defined below) mutually agreed by the Seller and the Purchaser; and 

WHEREAS, it is the Seller’s and the Purchaser’s intention that the conveyance of the Transferred Assets under each assignment
agreement and this Agreement is a “true sale” or a “true contribution” for all purposes, such that, upon payment of the purchase price therefor or the making of a contribution, the Transferred Assets will constitute property of
the Purchaser from and after the applicable transfer date; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and between the Purchaser and the Seller as follows: 
 ARTICLE I

 DEFINITIONS 

SECTION 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined). All capitalized terms used herein but not defined herein shall have the respective meanings specified in, or incorporated by reference into, the Loan and Servicing
Agreement, dated as of December 21, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among the Purchaser, as borrower, the Seller, as transferor and servicer,
the Lenders party thereto from time to time, Morgan Stanley Asset Funding Inc., as administrative agent (in such capacity, the “Administrative Agent”), State Street Bank and Trust Company, as collateral agent (in such capacity, the
“Collateral Agent”) and account bank (in such capacity, the “Account Bank”), and Cortland Capital Market Services LLC, as collateral custodian (in such capacity, the “Collateral Custodian”). 

“Agreement” has the meaning set forth in the preamble hereto. 

“Convey” means to sell, transfer, assign, contribute, substitute or otherwise convey assets hereunder (each such Conveyance
being herein called a “Conveyance”). 

  
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 “Conveyance Date” means the date of a Conveyance, as specified in the applicable
Purchase Notice or Repurchase/Substitution Notice. 
 “Excluded Amounts” means (i) any amount that is attributable to
the reimbursement of payment by or on behalf of the Seller of any Taxes, fee or other charge imposed by any Governmental Authority on any Loan Asset, (ii) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the Seller, (iii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the
obligor and the secured party pursuant to escrow arrangements under the related underlying instruments, (iv) to the extent paid using amounts other than proceeds of the Loan Assets and proceeds of Loans, as applicable, any amount paid in
respect of reimbursement for expenses owed in respect of any Loan Asset pursuant to the related underlying instrument or (v) any amount paid to the Purchaser in error. 

“Indorsement” has the meaning specified in Section 8-102(a)(11) of the UCC, and
“Indorsed” has a corresponding meaning. 
 “Loan Asset” means each commercial loan identified on Schedule A
hereto, and each loan identified on any Purchase Notice. 
 “Purchase Notice” has the meaning set forth in
Section 2.1(a). 
 “Purchase Price” has the meaning set forth in
Section 3.1(a). 
 “Purchaser” has the meaning set forth in the preamble hereto. 

“Repurchase” has the meaning set forth in Section 2.2(a). 

“Repurchase Price” has the meaning set forth in Section 3.1 (c). 

“Repurchase/Substitution Notice” has the meaning set forth in Section 2.2(b). 

“Retained Interest” means, with respect to any Loan Asset, (a) all of the obligations, if any, of the agent(s) under the
documentation evidencing such Loan Asset and (b) the applicable portion of the interests, rights and obligations under the documentation evidencing such Loan Asset that relate to such portion(s) of the indebtedness and interest in other
obligations that are owned by another lender. 
 “Seller” has the meaning set forth in the preamble hereto. 

“Substitute Eligible Loan Asset” has the meaning set forth in the Loan Agreement. 

“Substitution” has the meaning set forth in Section 2.2(a). 

“Substitution Value” has the meaning set forth in Section 3.1(b). 

  
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 “Transferred Asset” means each asset, including any Loan Asset and Substitute
Eligible Loan Asset, Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, each Related Asset; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts. 

“Warranty Breach Loan Asset” means any Loan Asset, with respect to which (a) any of the Seller’s representations
and warranties set forth in Sections 4.1(e), (f), (g), (i), (j), (k) or (o) was not true and correct at the time made or (b) the Seller fails to satisfy its obligations under Section 5.1(j). 

SECTION 1.2 Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally
accepted accounting principles. All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9. 

SECTION 1.3 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” 

SECTION 1.4 Interpretation. In this Agreement, unless a contrary intention appears: 

(i) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and
assigns are permitted by the Transaction Documents; 
 (ii) reference to any gender includes each other gender; 

(iii) reference to day or days without further qualification means calendar days; 

(iv) unless otherwise stated, reference to any time means New York time; 

(v) references to “writing” include printing, typing, lithography, electronic or other means of reproducing words in
a visible form; 
 (vi) reference to any agreement (including any Transaction Document or underlying instrument), document or
instrument means such agreement, document or instrument as amended, modified, supplemented, replaced, restated, waived or extended and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other
Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; 

  
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 (vii) reference to any requirement of law means such requirement of 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 requirement of law means that
provision of such requirement of law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision; and 

(viii) references to “including” mean “including, without limitation”. 

SECTION 1.5 References. 

All Section references (including references to the Preamble), unless otherwise indicated, shall be to Sections (and the Preamble) in this
Agreement. 
 ARTICLE II 

CONVEYANCES OF TRANSFERRED ASSETS 

SECTION 2.1 Conveyances. 

(a) In the event the Purchaser agrees (in accordance with and subject to the requirements of the Loan Agreement) from time to time to acquire
one or more Loan Assets and Related Assets from the Seller and the Seller agrees to Convey such Loan Assets and Related Assets to the Purchaser, the Purchaser shall deliver written notice thereof to the Administrative Agent substantially in the form
set forth in Schedule B hereto (each, a “Purchase Notice”), designating the Conveyance Date and attaching a supplement to Schedule A identifying the Loan Assets proposed to be Conveyed and the Purchase Price with
respect to such Conveyance. On the terms and subject to the conditions set forth in this Agreement and the Loan Agreement, the Seller shall Convey to the Purchaser without recourse (except to the extent specifically provided herein), and the
Purchaser shall accept such Conveyance, on the applicable Conveyance Date, all of the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Loan Asset then reported by the
Seller on the Schedule A attached to the related Purchase Notice and the Related Assets, together with all proceeds of the foregoing. For the avoidance of doubt, Schedule A, when delivered in accordance with the terms hereof, shall
automatically be deemed to update any previously delivered Schedule A without the need for action or consent on the part of any Person. 

(b) It is the express intent of the Seller and the Purchaser that each Conveyance of Transferred Assets by the Seller to the Purchaser pursuant
to this Agreement be construed as an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser providing Purchaser with the full risks and benefits of ownership of the Transferred Assets. Further, it is not the
intention of the Seller and the Purchaser that any Conveyance be deemed a grant of a security interest in the Transferred Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that,
notwithstanding the intent of the parties expressed herein, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement
within the meaning of the UCC and other applicable law and (ii) the Conveyances by the Seller provided for in this Agreement shall be 

  
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deemed to be, and the Seller hereby grants to the Purchaser, a first priority security interest (subject only to Permitted Liens) in, to and under all of the Seller’s right, title and
interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the foregoing to secure an obligation of the Seller to pay over and transfer to the Purchaser any and all distributions received by the
Seller (other than Excluded Amounts) in relation to the Transferred Assets from time to time, whether in cash or in kind, so that the Purchaser will receive all distributions under, proceeds of and benefits of ownership of the Transferred Assets and
to secure all other obligations of the Seller hereunder. If the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, the Purchaser and its assignees shall have, with respect to such Transferred Assets and
other related rights, in addition to all the other rights and remedies available to the Purchaser and its assignees hereunder and under the underlying instruments, all the rights and remedies of a secured party under any applicable UCC. 

(c) The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a first priority perfected security interest in favor of the Purchaser under
applicable law and will be maintained as such throughout the term of this Agreement. The Seller represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Seller’s estate pursuant to
Section 541 of the Bankruptcy Code. The Purchaser assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to the representations, warranties and
covenants expressly stated in this Agreement, the Seller assigns each Transferred Asset “as is,” and makes no covenants, representations or warranties regarding the Transferred Assets. 

(d) In connection with this Agreement, the Seller agrees to file (or cause to be filed) on or prior to the Closing Date, at its own expense, a
financing statement or statements with respect to the Transferred Assets Conveyed by the Seller hereunder from time to time meeting the requirements of applicable state law in the jurisdiction of the Seller’s organization to perfect and protect
the interests of the Purchaser created hereby under the UCC against all creditors of, and purchasers from, the Seller, and to deliver a file-stamped copy of such financing statements or other evidence of such
filings to the Purchaser as soon as reasonably practicable after its receipt thereof and to keep such financing statements effective at all times during the term of this Agreement. 

(e) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all
actions as may be reasonably necessary or as the Purchaser may request, in order to perfect or protect the interest of the Purchaser in the Transferred Assets Conveyed hereunder or to enable the Purchaser to exercise or enforce any of its rights
hereunder. Without limiting the foregoing, the Seller will, in order to accurately reflect the Conveyances contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as
permitted pursuant hereto) or other documents or instruments as may be requested by the Purchaser and mark its records noting the Conveyance to the Purchaser of the Transferred Assets. The Seller hereby authorizes the Purchaser to file and, to the
fullest extent permitted 

  
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by applicable law the Purchaser shall be permitted to sign (if necessary) and file, initial financing statements, continuation statements and amendments thereto and assignments thereof without
further acts of the Seller; provided that the description of collateral contained in such financing statements shall be limited to only Transferred Assets. Carbon, photographic or other reproduction of this Agreement or any financing
statement shall be sufficient as a financing statement. 
 (f) Each of the Seller and the Purchaser agree that prior to the time of
Conveyance of any Loan Asset hereunder, the Purchaser has no rights to or claim of benefit from any Loan Asset (or any interest therein) owned by the Seller. 

(g) The Transferred Assets acquired, transferred to and assumed by the Purchaser from the Seller shall include the Seller’s entitlement to
any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets (other than Excluded Amounts). 

SECTION 2.2 Repurchase or Substitution of Warranty Breach Loan Assets. 

(a) No later than two (2) Business Days following the receipt by the Seller of written notice from the Purchaser of a Loan Asset becoming
a Warranty Breach Loan Asset, the Seller shall either, in its sole discretion, (i) repurchase such Warranty Breach Loan Asset (each, a “Repurchase”) or (ii) substitute for such Warranty Breach Loan Asset a Substitute
Eligible Loan Asset (each, a “Substitution”), in each case in accordance with and subject to the requirements of Section 2.07(b) and Section 3.04 of the Loan Agreement, including the receipt by the Purchaser of an Approval
Notice in respect of any Substitute Eligible Loan Asset. 
 (b) In connection with the Repurchase or Substitution of a Warranty Breach Loan
Asset, the Purchaser shall deliver written notice thereof to the Administrative Agent substantially in the form set forth in Schedule C hereto (each, a “Repurchase/Substitution Notice”), designating the Conveyance Date and
attaching a supplement to Schedule A identifying the Warranty Breach Loan Assets and, as applicable, the Substitute Eligible Loan Assets to be Conveyed and the Repurchase Price or Substitution Value, as applicable, with respect to such
Conveyance. On the terms and subject to the conditions set forth in this Agreement and the Loan Agreement, the Purchaser shall Convey to the Seller without recourse (except to the extent specifically provided herein), and the Seller shall accept
such Conveyance, on the applicable Conveyance Date, all of the Purchaser’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Warranty Breach Loan Asset then reported by the
Purchaser on the Schedule A attached to the related Repurchase/Substitution Notice, together with all Related Assets and proceeds of the foregoing. In the case of a Substitution, Seller shall then Convey to the Purchaser without recourse
(except to the extent specifically provided herein), and the Purchaser shall accept such Conveyance, on the applicable Conveyance Date, all of the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and
wherever located) in and to each Substitute Eligible Loan Asset then reported by the Purchaser on the Schedule A attached to the related Repurchase/Substitution Notice, together with all proceeds of the foregoing. For the avoidance of doubt,
Schedule A, when delivered in accordance with the terms hereof, shall automatically be deemed to update any previously delivered Schedule A without the need for action or consent on the part of any Person. 

  
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 SECTION 2.3 Assignments. The Seller and the Purchaser acknowledge and agree that,
solely for administrative convenience, any transfer document or assignment agreement required to be executed and delivered in connection with the transfer of a Transferred Asset in accordance with the terms of the related underlying instruments may
reflect that (i) the Seller (or any Affiliate or third party from whom the Seller or the applicable Affiliate may purchase Transferred Asset) is assigning such Transferred Asset directly to the Purchaser or (ii) the Purchaser is acquiring
such Transferred Asset at the closing of such Transferred Asset. 
 SECTION 2.4 Actions Pending Completion of Conveyance. 

(a) Pending the receipt of any required consents to, and the effectiveness of, the sale of each of the Loan Assets from the Seller to the
Purchaser in accordance with the applicable underlying instrument, the Seller hereby sells to the Purchaser a 100% participation in such Loan Asset and its related right, title and interest (each, a “Participation”). The Participations
will not include any rights that are not permitted to be participated pursuant to the terms of the underlying instruments. Such sale of the Participations shall be without recourse to the Seller (including with regard to collectability), except as
otherwise expressly provided in the representations and warranties set forth in Article IV hereof, and shall constitute an absolute sale of each such Participation. Each of the Participations has the following characteristics: (i) the
Participation represents an undivided participating interest in 100% of the underlying Loan Asset and its proceeds (including Collections); (ii) the Seller does not provide any guaranty of payments to the holder of the Participation or other form of
recourse (except as otherwise expressly provided in the representations and warranties set forth in Article IV hereof) or credit support; and (iii) the Participation represents a pass through of all of the payments made on the Loan Asset
(including the Collections) and will last for the same length of time as such Loan Asset except that each Participation will terminate automatically upon the settlement of the assignment of the underlying right, title and interest. 

(b) Each party hereto shall use commercially reasonable efforts to, as soon as reasonably practicable after the Conveyance Date cause the Buyer
to become a lender under the underlying instrument with respect to the Seller’s interest in each Transferred Asset and take such action as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of
the underlying instrument and consistent with the terms of this Agreement. 
 (c) Pending completion of the assignment of the Seller’s
interest in each Transferred Asset in accordance with the applicable underlying instruments, the Seller shall comply with any written instructions provided to the Seller by or on behalf of the Purchaser with respect to voting rights to be exercised
by holders of such Transferred Assets, other than with respect to any voting rights that are not permitted to be participated pursuant to the terms of the applicable underlying instrument (and such restrictions, requirements or prohibitions are
hereby incorporated by reference as if set forth herein). 

  
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 SECTION 2.5 Indemnification. 

(a) The Seller hereby agrees to indemnify the Purchaser and its successors, transferees, and assigns (including each Secured Party) or any of
such Person’s respective shareholders, officers, employees, agents or Affiliates (each of the foregoing Persons being individually called an “Indemnified Party”) against, and hold each Indemnified Party harmless from, any and
all costs, losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of- pocket fees, charges and disbursements of any
outside counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnified Party or awarded against any Indemnified Party in favor of any Person (including the Seller)
other than such Indemnified Party arising out of any material breach by the Seller of any of its obligations hereunder or arising as a result of the failure of any representation or warranty of the Seller herein to be true and correct in all
material respects or, if qualified as to materiality or Material Adverse Effect, in all respects, on the date such representation or warranty was made; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that
such Indemnified Amounts (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or its reckless disregard
of its duties hereunder or any Transaction Document, (ii) result from a claim brought by the Seller against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction
Document, if the Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (iii) include any punitive, indirect, consequential, special damages, lost profits or other
similar damages or (iv) the uncollectability of any Loan Asset due to the Obligor’s failure to pay any amounts due under the applicable loan agreement in accordance with its terms. 

(b) If the Seller has made any payment pursuant to this Section 2.5 and the recipient thereof later collects any
payments from others (including insurance companies) in respect of such amounts or is found in a final and nonappealable judgment by a court of competent jurisdiction not to be entitled to such indemnification, then the recipient agrees that it
shall promptly repay to the Seller such amounts collected. 
 (c) Any Indemnified Amounts shall be paid by the Seller to the Administrative
Agent, for the benefit of the applicable Indemnified Party, within two (2) Business Days following receipt by the Seller of the Administrative Agent’s written demand therefor (and the Administrative Agent shall pay such amounts to the
applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). 
 (d) The obligations of the Seller
under this Section 2.5 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank or the Collateral Custodian, the invalidity or unenforceability of any term or provision of this
Agreement or any other Transaction Document, any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender, the Purchaser, the Account Bank or the Collateral Custodian and the termination of this Agreement.


  
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 SECTION 2.6 Assignment of Indemnities. The Seller acknowledges that, pursuant to the
Loan Agreement, the Purchaser shall assign its rights of indemnity granted hereunder to the Collateral Agent, for the benefit of the Secured Parties. Upon such assignment, (a) the Collateral Agent, for the benefit of the Secured Parties, shall
have all rights of the Purchaser hereunder and may in turn assign such rights, and (b) the obligations of the Seller under Section 2.5 and Section 2.6 shall inure to the Collateral Agent, for
the benefit of the Secured Parties. The Seller agrees that, upon such assignment, the Collateral Agent, for the benefit of the Secured Parties, may enforce directly, without joinder of the Purchaser, the indemnities set forth in
Section 2.5 and Section 2.6. 
 ARTICLE III 

CONSIDERATION AND PAYMENT; REPORTING 

SECTION 3.1 Purchase Price, Substitution Value and Repurchase Price. 

(a) The purchase price (the “Purchase Price”) for each Loan Asset Conveyed on each Conveyance Date shall be a dollar amount
equal to the fair market value in accordance with the Loan Agreement (as agreed upon between the Seller and the Purchaser at the time of such Conveyance) of such Loan Asset Conveyed as of such date. 

(b) The substitution value (the “Substitution Value”) for each Substitute Eligible Loan Asset Conveyed from the Seller to the
Purchaser on each Conveyance Date shall be a dollar amount equal to the fair market value in accordance with the Loan Agreement (as agreed upon between the Seller and the Purchaser at the time of such Conveyance) of such Substitute Eligible Loan
Asset Conveyed as of such date. 
 (c) The purchase price for each Repurchase (the “Repurchase Price”) shall be a dollar
amount equal to the greater of the fair market value and the Purchase Price of such Loan Asset paid by the Purchaser, less all Principal Collections received in respect of such Loan Asset from the original Conveyance Date to the Repurchase
Conveyance Date plus any such Principal Collections that the Purchaser shall have been required to repay to the Obligor with respect to such Loan Asset. 

SECTION 3.2 Payment of Purchase Price. 

(a) The Purchase Price, along with any fees from origination of the applicable Loan Asset, for the Transferred Assets Conveyed from the Seller
to the Purchaser shall be paid on the related Conveyance Date (a) by payment in cash in immediately available funds and/or (b) to the extent not paid in cash, as a capital contribution by the Seller to the Purchaser (a
“Contribution”). The applicable Purchase Notice shall specify the portions of the Purchase Price to be paid in cash and as a contribution. 

(b) The Repurchase Price for the Warranty Breach Assets Conveyed from the Purchaser to the Seller shall be paid on the related Conveyance Date
(a) by payment in cash in immediately available funds and/or (b) to the extent not paid in cash, in the form of a Substitution by the Seller to the Purchase of a Substitute Eligible Loan Asset with a Substitution Value greater than or
equal to the portion of the Repurchase Price not paid in cash. The 

  
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applicable Repurchase/Substitution Notice shall specify the portions of the Repurchase Price to be paid in cash and as a Substitution. To the extent that the Substitution Value of a Substitute
Eligible Loan Asset exceeds the Repurchase Price of the related Warranty Breach Asset, the Purchaser shall pay a cash purchase price to the Seller equal to the amount of such excess unless the Seller elects in its sole discretion to designate such
excess as a Contribution. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.1 Seller’s Representations and Warranties. The Seller represents and warrants to the Purchaser as of
the Closing Date and as of each Conveyance Date: 
 (a) Existence, Qualification and Power. The Seller (a) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to
enter into the Transaction Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect. 

(b) Authorization; No Contravention. The execution, delivery and performance of the Seller and the consummation of the transactions
contemplated by this Agreement do not and will not (a) violate (1) any provision of any law or any governmental rule or regulation applicable to it, (2) any of its Constituent Documents, (3) any order, judgment or decree of any court
or other agency of government binding on it or its properties (except where the violation could not reasonably be expected to have a Material Adverse Effect) or (4) the ORCC Credit Agreement, including Section 6.03(e) thereof;
(b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligation (except where the violation could not reasonably be expected to have a Material Adverse Effect);
(c) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under any of the Transaction Documents in favor of Collateral Agent for the benefit of the Secured Parties); or
(d) require any approval of stockholders, members or partners or any approval or consent of any Person under any contractual obligation. 

(c) Governmental Authorization; Other Consents. The execution, delivery and performance by the Seller and the consummation of the
transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the
Collateral to be made by the Seller as of the Closing Date. 
 (d) No Adverse Proceeding; Title. There is no litigation, proceeding or
investigation pending or threatened against the Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Seller 

  
 -10- 








 
is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Seller is a party or
(iii) seeking any determination or ruling that would reasonably be expected to have a Material Adverse Effect. The Seller is not (a) in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect or (b) subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

(e) Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on
the applicable Conveyance Date, which Transferred Assets were originated without any fraud or misrepresentation by the Seller or, to the best of the Seller’s knowledge, on the part of the applicable Obligor, and free and clear of any lien
(other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Transaction Documents and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the
applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any financing statements in favor of the Purchaser and the Secured Parties pursuant to the Transaction Documents,
Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance. 
 (f) Backup Security
Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then: 

(i) this Agreement creates a valid and continuing lien on the Seller’s right, title and interest in and to the Transferred
Assets in favor of the Purchaser and the Administrative Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by
filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller; 

(ii) the Transferred Assets are comprised of instruments, security entitlements, general intangibles, accounts, certificated
securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the
Seller has complied with its obligations as set forth herein; 
 (iii) the Seller has received all consents and approvals
required by the terms of any Loan Asset to the sale and granting of a security interest in the Loan Assets hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to
file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a
security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland; 

  
 -11- 








 (iv) none of the underlying promissory notes that constitute or evidence the Loan
Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; 

(v) with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has
been delivered to the Collateral Custodian, or will be delivered to the Collateral Custodian, for the benefit of the Collateral Agent and, if in registered form, has been specially Indorsed to the Collateral Agent or in blank by an effective
Indorsement or has been registered in the name of the Collateral Agent upon original issue or registration of transfer by the Seller of such certificated security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Loan Asset shall be delivered as soon as they are reasonably available; and in the case of an uncertificated security, by (A) causing the
Collateral Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective. 

(g) Fair Consideration; No Avoidance for Loan Asset Payments. With respect to each Transferred Asset sold or contributed hereunder, the
Seller sold or contributed such Transferred Asset to the Purchaser in exchange for payment, made in accordance with the provisions of this Agreement, in an amount which constitutes fair consideration and reasonably equivalent value. Each such
Conveyance referred to in the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Seller to the Purchaser and, accordingly, no such sale is or may be voidable or subject to avoidance under the Bankruptcy
Code and the rules and regulations thereunder. 
 (h) Adequate Capitalization; No Insolvency. As of such date it is, and after giving
effect to any Conveyance it will be, solvent and it is not entering into this Agreement or any other Transaction Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its
creditors. 
 (i) True Sale or True Contribution. Each Transferred Asset sold or contributed hereunder shall have been sold or
contributed by the Seller to the Purchaser in a “true sale” or a “true contribution.” 
 (j) True and Complete
Information. No report, financial statement, certificate or other information (other than projections, forward-looking information, general economic data, industry information or information relating to
third parties) furnished in writing by the Seller to the Purchaser in connection with the transactions contemplated hereby or delivered hereunder (in each case, as modified or supplemented by other information so furnished) contains as of their date
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, when taken as a whole in the light of the circumstances under which they were made, not misleading in any material respect, in each case
as of the date so furnished (or, in the case of certificates, notices, reports, financial 

  
 -12- 








 
statements or similar information or records, the stated date thereof); provided that solely with respect to written or electronic information furnished by the Seller which was provided to
the Seller from a third party, such information need only be true and correct in all material respects to the knowledge of the Seller. 
 (k)
Transferred Assets. The information contained in Schedule A is true, correct and complete in all material respects as of each such Conveyance Date. 

(l) Price of Loan Assets. The Purchase Price or Substitution Value, as applicable, for each Loan Asset Conveyed hereunder represents the
fair market value of such Loan Asset as of the time of Conveyance hereunder, as may have changed from the time the applicable Loan Asset was originally acquired by the Seller. 

(m) Notice to Agents and Obligors. The Seller will direct any agent, administrative agent or obligor for any Loan Asset included in the
Transferred Assets to remit all payments and collections with respect to such Loan Asset directly to the Interest Collection Subaccount or the Principal Collection Subaccount. 

(n) Collections. The Seller acknowledges that all Proceeds received by it or its Affiliates with respect to the Transferred Assets
(other than Excluded Amounts) (the “Collections”) Conveyed to the Purchaser are held and shall be held in trust for the benefit of the Purchaser and its assignees until deposited into the Interest Collection Subaccount or the
Principal Collection Subaccount. The Seller shall promptly, but in no event later than two (2) Business Days, remit to the Purchaser or the Purchaser’s designee any payment or any other sums relating to, or otherwise payable on account of,
the Transferred Assets (other than Excluded Amounts) that the Seller receives after the applicable Conveyance Date. 
 (o) Eligible Loan
Asset. As of the applicable Cut-Off Date, each Loan Asset was an Eligible Loan Asset; provided that no such representation is made (i) with respect to Eligibility Criterion 18 or
(ii) regarding the knowledge of any Person other than the Seller. 
 SECTION 4.2 Reaffirmation of Representations and
Warranties by the Seller; Notice of Breach. On the Closing Date and on each Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations and warranties
described in Section 4.1 are true and correct in all material respects on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The
representations and warranties set forth in Section 4.1 shall survive (i) the Conveyance of the Transferred Assets to the Purchaser, (ii) the termination of the rights and obligations of the Purchaser and
the Seller under this Agreement and (iii) the termination of the rights and obligations of the Purchaser under the Loan Agreement. Upon discovery by an Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing
representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Administrative Agent. 

  
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 ARTICLE V 

COVENANTS OF THE SELLER 

SECTION 5.1 Covenants of the Seller. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof until
the termination of this Agreement, unless the Purchaser otherwise consents in writing: 
 (a) Deposit of Collections. The Seller shall
transfer, or cause to be transferred, all Proceeds (if any) it receives in respect of the Loan Assets (other than Excluded Amounts) to the Interest Collection Subaccount or the Principal Collection Subaccount by the close of business on the second
Business Day following the date such Proceeds are received by the Seller. 
 (b) Books and Records. The Seller shall maintain proper
books of record and account of the transactions contemplated hereby, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions contemplated hereunder. 

(c) Accounting of Purchases. Other than for consolidated accounting purposes, the Seller will not account for or treat the transactions
contemplated hereby in any manner other than as a sale or contribution of the Transferred Assets by the Seller to the Purchaser; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded
entity” and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized. 
 (d)
Liens. The Seller shall not create, incur, assume or permit to exist any Lien on or with respect to any of its rights under any of the Transaction Documents or on or with respect to any of its rights in the Transferred Assets (other than the
liens in favor of the Purchaser and the Secured Parties pursuant to the Transaction Documents, Permitted Liens and any lien that will be released prior to or contemporaneously with the applicable Conveyance). For the avoidance of doubt, this
Section 5.1(d) shall not apply to any property retained by the Seller and not Conveyed or purported to be Conveyed hereunder. 

(e) Change of Name. Etc. The Seller shall not change its name, or name under which it does business, in any manner that would make any
financing statement or continuation statement filed by the Seller or Purchaser pursuant hereto (or by the Administrative Agent on behalf of the Seller or Purchaser) or change its jurisdiction of organization, unless the Seller shall have given the
Purchaser at least 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements and, in the case of a change in jurisdiction, new financing statements.

 (f) Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this
Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or
purported to be Conveyed hereunder; provided that the Seller may consolidate the 

  
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Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred
Assets have been sold or contributed to the Purchaser. 
 (g) Expenses. The Seller shall pay its operating expenses and liabilities
from its own assets. 
 (h) Commingling. The Seller shall not, and shall not permit any of its Affiliates to, deposit or permit the
deposit of any funds that do not constitute Proceeds of any Loan Asset into the Interest Collection Subaccount or the Principal Collection Subaccount. 

(i) SPE Covenant. The Seller shall not take any action that would cause a violation of Section 5.01(b) of the Credit Agreement by
the Purchaser. 
 (j) Delivery of Documents. With respect to each Loan Asset Conveyed to the Borrower hereunder, the Seller shall
deliver to or at the direction of the Borrower all documents that the Borrower is required to deliver with respect to such Loan Asset pursuant to Section 3.02(a)(ii) and Section 3.04(b) of the Loan Agreement, as applicable, not later than
the Borrower is obligated to deliver such documents pursuant to such sections. 
 SECTION 5.2 Covenant of the Purchaser. The
Purchaser hereby covenants and agrees with the Seller that, from the date hereof until the termination of this Agreement, unless the Seller otherwise consents in writing, the Purchaser shall comply with Section 9(c) of the Purchaser’s
amended and restated limited liability company agreement dated as of November 30, 2017. 
 ARTICLE VI 

CONDITIONS PRECEDENT 

SECTION 6.1 Conditions Precedent. The obligations of the Purchaser to pay the Purchase Price for the Transferred Assets sold on
the Closing Date and any other Conveyance Date shall be subject to the satisfaction of the following conditions: 
 (a) All representations
and warranties of the Seller contained in this Agreement shall be (I) to the extent already qualified with respect to “material” matters or “Material Adverse Effect,” shall be true and correct on and as of such date and
(II) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect”, shall be true and correct in all material respects on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or as so qualified, as applicable) as of such earlier date; 

(b) The Seller shall have performed in all material respects all other obligations required to be performed by it pursuant to the provisions of
this Agreement, the underlying instruments and the other Transaction Documents to which it is a party as of such date; and 

  
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 (c) All organizational and legal proceedings, and all instruments in connection with the
transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Seller copies of all documents (including records
of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested. 
 ARTICLE VII

 MISCELLANEOUS PROVISIONS 

SECTION 7.1 Amendments, Etc. This Agreement and the rights and obligations of the parties hereunder may not be amended,
supplemented, waived or otherwise modified except in an instrument in writing signed by the Purchaser and the Seller and consented to by the Administrative Agent. Any reconveyance executed in accordance with the provisions hereof shall not be
considered an amendment or modification to this Agreement. 
 SECTION 7.2 Governing Law: Submission to Jurisdiction; Waiver of Jury
Trial. 
 (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR
TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 

(b) SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO,
OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF
NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE (SUBJECT TO CLAUSE (E) BELOW) JURISDICTION AND VENUE OF
SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT
ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 7.3; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE AGENTS AND LENDERS RETAIN THE RIGHT 

  
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TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER
ANY TRANSACTION DOCUMENT OR AGAINST ANY COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT. 

(c) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE PURCHASER/SELLER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 7.2 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

SECTION 7.3 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in
writing (including electronic communication) and shall be personally delivered or sent by certified or registered mail, return receipt requested, by overnight delivery service, with all charges paid, by electronic mail
(“e-mail”) or by hand delivery, to the intended party at the address of such party set forth below: 

(a) in the case of the Purchaser, as provided under the Loan Agreement; 

(b) in the case of the Seller, as provided under the Loan Agreement. 

(in each case, with a copy to the Administrative Agent at the address for notice provided under the Loan Agreement) 

  
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 All such notices and correspondence shall be deemed given (a) if sent by certified or registered mail, three
(3) Business Days after being postmarked, (b) if sent by overnight delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused and (c) if sent by
e-mail, when received. 
 SECTION 7.4 Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions,
or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. 

SECTION 7.5 Further Assurances. The Purchaser and the Seller each agree that at any time and from time to time, at its expense and
upon reasonable request of the Administrative 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 Conveyances and
security interests granted or purported to be granted by this Agreement or to enable the Administrative Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Transferred Assets.

 SECTION 7.6 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser,
the Seller or the Administrative Agent, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law. 

SECTION 7.7 Counterparts. This Agreement may be executed in two or more counterparts including telecopy transmission thereof (and
by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 7.8 Non-Petition. The Seller covenants and agrees that, prior to the date
that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all Obligations (other than contingent reimbursement and indemnification obligations which are unknown, unmatured and for which no claim has
been made), no party hereto shall institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal,
state or foreign bankruptcy or similar law. 
 SECTION 7.9 Transfer of Seller’s Interest. With respect to
each transfer of a Transferred Asset on any Conveyance Date, (i) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and obligations of a lender thereunder, and (ii) the
Seller shall, to the extent provided in this Agreement, and the applicable underlying instruments, relinquish its rights and be released from its obligations, as to each 

  
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Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable
underlying instruments. The Collateral Custodian will have possession of the related underlying instrument (including the underlying promissory notes, if any). 

SECTION 7.10 Binding Effect; Third-Party Beneficiaries and Assignability. This
Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Collateral Agent, for the benefit of the Secured Parties, and the Administrative Agent are each intended by the
parties hereto to be an express third-party beneficiary of this Agreement. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Purchaser or the Seller without
the prior written consent of the Administrative Agent. 
 SECTION 7.11 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the other Transaction Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the
other Transaction Documents. 
 SECTION 7.12 Headings. The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

  
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 IN WITNESS WHEREOF, the Purchaser and the Seller each have caused this Sale and Contribution
Agreement to be duly executed by their respective officers as of the day and year first above written. 
  

			
	 OWL ROCK CAPITAL CORPORATION,

        as Seller

		
	By:	 	 
		 	 Name:

		 	 Title:

	
	 ORCC FINANCING LLC,

        as Purchaser

		
	By:	 	 
		 	 Name:

		 	 Title:



 [Signature Page to Sale and Contribution Agreement] 







 Schedule A 

SCHEDULE OF LOAN ASSETS 

[see attached] 







 Schedule B 

FORM OF PURCHASE NOTICE 

[Date] 
  

	To:	Morgan Stanley Asset Funding Inc., as Administrative Agent 


	    	1585 Broadway, 25th Floor 


	    	New York, New York 10036 


	    	Attention: FID Secured Lending Group 


	    	Email: mmloanapprovals@morganstanley.com 

  

	Re:	Purchase Notice for Conveyance Date of [        ] (the “Conveyance Date”) 


Ladies and Gentlemen: 
 This Purchase Notice is
delivered to you pursuant to Section 2.1(a) of the Sale and Contribution Agreement, dated as of December 21, 2017 (together with all amendments, if any, from time to time made thereto, the “Sale
Agreement”), between ORCC Financing LLC, as purchaser (the “Purchaser”), and Owl Rock Capital Corporation, as seller (the “Seller”). Unless otherwise defined herein or the context otherwise requires,
capitalized terms used herein have the meanings provided in the Sale Agreement. 
 In accordance with Section 2.1(a)
of the Sale Agreement, effective as of the Conveyance Date, the Seller hereby Conveys to the Purchaser [as a sale for cash for a Purchase Price of $             ] [and] [as a
Contribution in the amount of $             ] on the above-referenced Conveyance Date pursuant to the terms and conditions of the Sale
Agreement the Loan Assets listed on Schedule A hereto, together with all proceeds of the foregoing. 
 Please wire the cash portion of the
Purchase Price to the Seller pursuant to the wiring instructions included in Attachment 1 of this letter. 
 The Seller certifies
that the conditions described in Section 6.1 of the Sale Agreement have been satisfied with respect to such Conveyance. 

The Seller agrees that if prior to the Conveyance Date any matter certified to herein by it will not be true and correct in all material
respects at such time as if then made, it will promptly so notify the Purchaser and the Administrative Agent. Except to the extent, if any, that prior to the Conveyance Date the Purchaser shall receive written notice to the contrary from the Seller,
each matter certified to herein shall be deemed once again to be certified by the Seller as true and correct in all material respects at the Conveyance Date as if then made. 







 The Seller has caused this Purchase Notice to be executed and delivered, and the certification
and warranties contained herein to be made, by its duly authorized officer this [    ] day of [        ], 20[    ]. 

 

			
	 Very truly yours,

	
	 OWL ROCK CAPITAL CORPORATION

		
	By:	 	 
		 	 Name:

		 	 Title:



  

			
	 Accepted and Agreed

	
	 ORCC FINANCING LLC

		
	By:	 	 
		 	 Name:

		 	 Title:









 Attachment 1 

Wire Instructions 
 Bank: 

ABA: 
 Name: 

Number: 
 For further credit to account: 







 Schedule C 

FORM OF REPURCHASE/SUBSTITUTION NOTICE 

[Date] 
  

	To:	Morgan Stanley Asset Funding Inc., as Administrative Agent 


	    	1585 Broadway, 25th Floor 


	    	New York, New York 10036 


	    	Attention: FID Secured Lending Group 


	    	Email: mmloanapprovals@morganstanley.com 

  

	Re:	Repurchase/Substitution Notice for Conveyance Date of [    ] (the “Conveyance Date”) 


Ladies and Gentlemen: 
 This
Repurchase/Substitution Notice is delivered to you pursuant to Section 2.2(b) of the Sale and Contribution Agreement, dated as of December 21, 2017 (together with all amendments, if any, from time to time made thereto,
the “Sale Agreement”), between ORCC Financing LLC, as purchaser (the “Purchaser”), and Owl Rock Capital Corporation, as seller (the “Seller”). Unless otherwise defined herein or the context
otherwise requires, capitalized terms used herein have the meanings provided in the Sale Agreement. 
 [On the above-referenced Conveyance Date, in accordance with Section 2.2 of the Sale Agreement (and pursuant to the terms and conditions thereof), the Purchaser hereby Conveys to the Seller as a
Repurchase for cash, the Warranty Breach Loan Asset(s) listed on Schedule A hereto, together with all proceeds of the foregoing, for a Repurchase Price of $            .] 

[On the above-referenced Conveyance Date, in accordance with Section 2.2 of
the Sale Agreement (and pursuant to the terms and conditions thereof), the Purchaser hereby Conveys to the Purchaser as a Substitution, the Warranty Breach Loan Asset(s) listed on Schedule A hereto, together with all proceeds of the foregoing, for a
Repurchase Price of $             to be paid according to the following: 
  

	 	1.	[the Substitute Eligible Loan Asset(s) listed on Schedule A hereto having a Substitution Value of $            ;] [and] 


 

	 	2.	[$             in immediately available funds] [and] 

  

	 	3.	[a Contribution of $            ].] 


The Seller certifies that the conditions described in Section 6.1 of the Sale Agreement have been satisfied with
respect to such Conveyance. 







 The Seller agrees that if prior to the Conveyance Date any matter certified to herein by it will
not be true and correct in all material respects at such time as if then made, it will promptly so notify the Purchaser and the Administrative Agent. Except to the extent, if any, that prior to the Conveyance Date the Purchaser shall receive written
notice to the contrary from the Seller, each matter certified to herein shall be deemed once again to be certified by the Seller as true and correct in all material respects at the Conveyance Date as if then made. 







 The Seller has caused this Repurchase/Substitution Notice to be executed and delivered, and the
certification and warranties contained herein to be made, by its duly authorized officer this [    ] day of [        ], 20[    ]. 

 

			
	 Very truly yours,

	
	 OWL ROCK CAPITAL CORPORATION

		
	By:	 	 
		 	 Name:

		 	 Title: