Exhibit 10.4


 


LOAN SALE AGREEMENT


 


between


 


ORCC FINANCING III LLC


 


as Seller


 


and


 


OWL ROCK CLO II, LTD.


 


as Purchaser


 


Dated as of December 12, 2019


 






     


     


    

 


TABLE OF CONTENTS


 


	 	page
	 	 
	Article I DEFINITIONS	1
	Section
    1.1 Definitions	1
	Section
    1.2 Other Terms	2
	Section
    1.3 Computation of Time Periods	2
	Section
    1.4 Interpretation	2
	Section
    1.5 References	3
	Article II CONVEYANCES OF Transferred ASSETS	3
	Section
    2.1 Conveyances	3
	Section
    2.2 [Reserved]	5
	Section
    2.3 [Reserved]	5
	Section
    2.4 Actions Pending Completion of Conveyance	5
	Section
    2.5 Indemnification	6
	Section
    2.6 Assignment of Rights and Indemnities	7
	Article III CONSIDERATION AND PAYMENT	7
	Section
    3.1 Purchase Price; Substitution Value	7
	Section
    3.2 Payment of Purchase Price	7
	Article IV REPRESENTATIONS AND WARRANTIES	7
	Section
    4.1 Seller’s Representations and Warranties	7
	Article V COVENANTS OF THE SELLER	10
	Section
    5.1 Covenants of the Seller	10
	Article VI MISCELLANEOUS PROVISIONS	11
	Section
    6.1 Amendments, Etc.	11
	Section
    6.2 Governing Law: Submission to Jurisdiction; Waiver of Jury Trial	11
	Section
    6.3 Notices	12
	Section
    6.4 Severability of Provisions	13
	Section
    6.5 Further Assurances	13
	Section
    6.6 No Waiver; Cumulative Remedies	13
	Section
    6.7 Counterparts	13
	Section
    6.8 Non-Petition	13
	Section
    6.9 Transfer of Seller’s Interest	14
	Section
    6.10 Binding Effect; Third-Party Beneficiaries and Assignability	14
	Section
    6.11 Merger and Integration	14
	Section
    6.12 Headings	14


 






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This LOAN SALE AGREEMENT,
dated as of December 12, 2019 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”),
between ORCC FINANCING III LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”)
and OWL ROCK CLO II, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as purchaser
(in such capacity, the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, on and after
the date hereof, the Seller wishes to sell, transfer, and otherwise convey, to the Purchaser, without recourse, and the Purchaser
wishes to purchase 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 (as defined below) under each assignment agreement
and this Agreement is a “true sale” for all purposes, such that, upon payment of the purchase price therefor, 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 Indenture and Security Agreement,
dated as of December 12, 2019 (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”),
by and among the Purchaser, as Issuer, Owl Rock CLO II, LLC, as Co-Issuer, and State Street Bank and Trust Company, as trustee
(in such capacity, the “Trustee”).


 


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


 


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


 


“Excluded Amounts”
means, with respect to the Loan Assets, (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.


 






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“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


 


“Proceeds”
has the meaning set forth in Section 4.1(n).


 


“Purchase Price”
has the meaning set forth in Section 3.1(a).


 


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


 


“Related Property”
means, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, including,
without limitation, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related obligor
or its subsidiaries and all proceeds from any sale or other disposition of such property or other assets.


 


“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.


 


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


 


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:


 






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(i)          reference to any Person includes such Person’s successors and assigns;


 


(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, 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 reference to any
promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor;


 


(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)              
On the terms and subject to the conditions set forth in this Agreement, the Seller Conveys to the Purchaser without recourse,
and the Purchaser accepts such Conveyance, on the date hereof, 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 on the Schedule A and the Related
Property, together with all proceeds of the foregoing.


 



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(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 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, 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 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, 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 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.


 






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(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 reasonably necessary or as 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 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 Assets 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 [Reserved].


 


Section
2.3 [Reserved].


 


Section
2.4 Actions Pending Completion of Conveyance.


 


(a)              
Pending the receipt of any required consents to, and the effectiveness of, the sale of any Loan Assets from the Seller to
the Purchaser on the date hereof 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),
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
the Proceeds);


 


(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) or credit support;


 


(iii)           
the Participation represents a pass through of all of the payments made on the Loan Asset (including the Proceeds) 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 of the related Loan Asset from the Seller to the Purchaser;
and


 






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(iv)            
the Seller holds title in such participated Loan Assets for the benefit of the Purchaser and shall exercise the same care
in the administration of the participated Loan Assets as it would exercise for loans held for its own account.


 


(b)              
Each party hereto shall use commercially reasonable efforts to, as soon as reasonably practicable after the Closing Date,
cause the Purchaser 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 and shall refrain from taking any action with
respect to the participated Loan Assets other than as instructed by the Purchaser, 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).


 


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 the fraud, bad faith or willful misconduct on the part of the Seller
with respect to this Agreement; 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 fraud, bad faith or willful misconduct of such Indemnified Party or (ii) the uncollectability of any Loan Asset
due to an 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.


 






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Section
2.6 Assignment of Rights and Indemnities. The Seller acknowledges that, pursuant
to the Indenture, the Purchaser shall assign all of its right, title and interest in, to and under this Agreement, including its
rights of indemnity granted hereunder, to the Trustee, for the benefit of the Secured Parties. Upon such assignment, (a) the Trustee,
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 Trustee, for the benefit
of the Secured Parties. The Seller agrees that, upon such assignment, the Trustee, 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


 


Section
3.1 Purchase Price; Substitution Value. The purchase price (the “Purchase Price”) for each Loan
Asset Conveyed by the Seller to the Purchaser shall be a dollar amount at least equal to the fair market value (as agreed by the
Seller and the Purchaser at the time of such Conveyance) of such Loan Asset Conveyed as of such date.


 


Section
3.2 Payment of Purchase Price. 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 in cash in immediately available funds.


 


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:


 


(a)              
Existence, Qualification and Power. The Seller (i) is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, (ii) 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 this Agreement and to carry out the transactions
contemplated thereby and (iii) 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 on the Purchaser.


 


(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 (i) violate (1) any provision of any law or any governmental rule
or regulation applicable to it, (2) any of its organizational documents or (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 on the Purchaser); (ii) 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 obligations (except where the violation could not reasonably be expected to have
a material adverse effect on the Purchaser); (iii) result in or require the creation or imposition of any Lien upon any of its
properties or assets (other than any Liens created under the Indenture in favor of the Trustee for the benefit of the Secured
Parties); or (iv) require any approval of its stockholders, members or partners or any approval or consent of any other Person.


 






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(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, or otherwise delivered to the Trustee for filing and/or recordation, as of the Closing Date.


 


(d)              
No Adverse Proceeding; Title. There is no litigation, adverse proceeding or investigation pending or threatened against
the Seller, before any governmental authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would
reasonably be expected to have a material adverse effect on the Purchaser. 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 on the Purchaser 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 on the Purchaser.


 


(e)              
Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets and free and
clear of any lien (other than the liens in favor of the Trustee for the benefit of the Secured Parties pursuant to the Indenture
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 Trustee for the benefit of the Secured Parties pursuant to the Indenture,
Permitted Liens or any lien that will be released prior to or contemporaneously with the 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, then:


 


(i)                
this Agreement creates a valid and continuing lien and security interest on the Seller’s right, title and interest
in and to the Transferred Assets in favor of the Purchaser and the Trustee, 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 interests in 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;


 






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(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 Trustee, 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
Delaware;


 


(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 Trustee, as assignee
on behalf of the Secured Parties; and


 


(v)              
with respect to a Transferred Asset that constitutes a “certificated security,” such certificated security has
been delivered to the Trustee, or will be delivered to the Trustee and, if in registered form, has been specially Indorsed to the
Trustee or in blank by an effective Indorsement or has been registered in the name of the Trustee 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 Trustee 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 hereunder,
the Seller sold 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 consummating any transaction contemplated hereby with any intent to hinder,
delay or defraud any of its creditors.


 


(i)                
True Sale. Each Transferred Asset sold hereunder shall have been sold by the Seller to the Purchaser in a “true
sale.”


 


(j)                
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 relevant
Collection Account.


 






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(k)              
Proceeds. The Seller acknowledges that all Collections received by it or its Affiliates with respect to the Transferred
Assets (other than Excluded Amounts) (the “Proceeds”) 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 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 Closing Date.


 


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 Collections (if any) it receives
in respect of the Loan Assets (other than Excluded Amounts) to the Trustee promptly following the date such Collections 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 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”
of the sole owner of the Seller 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
in the Transferred Assets (other than the liens in favor of the Trustee for the benefit of the Secured Parties pursuant to the
Indenture, 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 Trustee
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. The Seller shall
do or cause to be done, all things necessary to preserve and keep in full force and effect its existence, its material rights
and its material privileges, obligations, licenses and franchises for so long as any Participations remain outstanding pursuant
to Section 2.4.


 






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(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 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 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 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 Collections of any Loan Asset into the Interest Collection Subaccount or the Principal Collection
Subaccount.


 


Article
VI




MISCELLANEOUS PROVISIONS


 


Section
6.1 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 permitted under the
Indenture. Any reconveyance executed in accordance with the provisions hereof shall not be considered an amendment or modification
to this Agreement.


 


Section
6.2 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)              
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, IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY AND TO THE FULLEST EXTENT IT IS LEGALLY PERMITTED
TO DO SO (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE 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 6.3
AND (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.


 






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(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 6.2 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO 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
6.3 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 Indenture;


 






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(b)           
in the case of the Seller:


 


ORCC FINANCING III LLC


399 Park Avenue, Floor 38


New York, NY 10022


Attention: Alan Kirshenbaum


E-mail Address: alan@owlrock.com
with a copy to legal@owlrock.com


 


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
6.4 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
6.5 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 Trustee, 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 Trustee or any of the Secured Parties to exercise and enforce its
rights and remedies under this Agreement with respect to any Transferred Assets.


 


Section
6.6 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser,
the Seller or the Trustee, 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
6.7 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
6.8 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 Notes (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.


 






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Section
6.9 Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset, (a) 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 (b) 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 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 Trustee will have possession of the related underlying instrument (including the underlying promissory
notes, if any).


 


Section
6.10 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 Trustee, for the benefit of the
Secured Parties, and the Trustee 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 Trustee.


 


Section
6.11 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets 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.


 


Section
6.12 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 Loan Sale Agreement to be duly executed by their respective officers as of the day
and year first above written.


 


		ORCC FINANCING III LLC, 

as Seller



 


	 	By:	
	 	 	Name:
	 	 	Title:



 


	 	OWL ROCK CLO II, LTD., 

as Purchaser
	 
	 	By:	 
	 	 	Name: 
	 	 	Title:






 





[Signature Page to the Loan Sale Agreement]


 






    


     


    

 


Schedule A


 


SCHEDULE
OF LOAN ASSETS


 


[see attached]


 






    


     


    

 


 


	ORCC Financing III Asset Purchase December 12, 2019
	Company	 	Facility	 	 	Purchased Par	 	 	Price	 	 	Cash Purchase
 Price	 
	AmSpec Holdings Corp	 	 	1st Lien	 	 	$	10,483,740	 	 	 	98.0	%	 	$	10,274,066	 
	Apex	 	 	1st Lien	 	 	$	7,442,161	 	 	 	97.8	%	 	$	7,274,713	 
	Applied-Cleveland Holdings, Inc.	 	 	1st Lien	 	 	$	15,143,181	 	 	 	100.0	%	 	$	15,143,181	 
	Aramsco Merger Sub, Inc.	 	 	1st Lien	 	 	$	10,483,740	 	 	 	97.8	%	 	$	10,247,856	 
	Associations, Inc.	 	 	1st Lien	 	 	$	10,677,884	 	 	 	99.0	%	 	$	10,571,105	 
	Beeline	 	 	1st Lien	 	 	$	10,419,026	 	 	 	98.8	%	 	$	10,288,788	 
	Cardinal Holdings (Capco)	 	 	1st Lien	 	 	$	13,331,176	 	 	 	99.8	%	 	$	13,297,848	 
	Cord Blood	 	 	2nd Lien	 	 	$	3,300,437	 	 	 	99.3	%	 	$	3,275,684	 
	DMT Solutions	 	 	1st Lien	 	 	$	11,130,885	 	 	 	97.0	%	 	$	10,796,958	 
	European Wax Center	 	 	1st Lien	 	 	$	11,130,885	 	 	 	99.3	%	 	$	11,047,403	 
	Galls, LLC	 	 	1st Lien	 	 	$	10,483,740	 	 	 	98.3	%	 	$	10,300,275	 
	GLG	 	 	1st Lien	 	 	$	10,030,739	 	 	 	98.8	%	 	$	9,905,355	 
	LineStar Integrity Services	 	 	1st Lien	 	 	$	11,130,885	 	 	 	98.8	%	 	$	10,991,749	 
	PLI	 	 	1st Lien	 	 	$	10,354,312	 	 	 	97.5	%	 	$	10,095,454	 
	PowerSchool	 	 	2nd Lien	 	 	$	2,265,006	 	 	 	99.3	%	 	$	2,248,018	 
	Rise Baking	 	 	1st Lien	 	 	$	10,483,740	 	 	 	98.0	%	 	$	10,274,066	 
	Sara Lee	 	 	1st Lien	 	 	$	9,707,167	 	 	 	98.3	%	 	$	9,537,292	 
	Trader Interactive, LLC	 	 	1st Lien	 	 	$	10,483,740	 	 	 	99.0	%	 	$	10,378,903	 
	Valpak	 	 	1st Lien	 	 	$	10,872,027	 	 	 	100.0	%	 	$	10,872,027	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	$	189,354,473	 	 	 	 	 	 	$	186,820,741