Exhibit 10.2


 


COLLATERAL MANAGEMENT AGREEMENT


 


This Agreement, dated
as of December 12, 2019 (this “Agreement”), is entered into by and between Owl Rock CLO II, Ltd., an exempted
company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of
Walkers Fiduciary Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands (together
with successors and assigns permitted hereunder, the “Issuer”), and Owl Rock Capital Advisors LLC (“ORCA”),
a Delaware limited liability company, with its principal offices located at 399 Park Avenue, 38th Floor, New York, NY
10022, as collateral manager (in such capacity, the “Collateral Manager”). Capitalized terms used and not otherwise
defined herein have the meanings assigned to them in the Indenture.


 


WITNESSETH:


 


WHEREAS, the Issuer
intends to issue Notes pursuant to an indenture dated as of December 12, 2019 (the “Indenture”), among the Issuer,
Owl Rock CLO II, LLC, as co-issuer of the Co-Issued Notes (the “Co-Issuer” and, together with the Issuer, the
“Issuers”), and State Street Bank and Trust Company, as trustee (together with any successor trustee permitted
under the Indenture, the “Trustee”);


 


WHEREAS, the Issuer
intends to issue Preferred Shares pursuant to the Issuer’s memorandum and articles of association and subject to the Fiscal
Agency Agreement, dated as of the Closing Date (the “Fiscal Agency Agreement”), among the Fiscal Agent, the Share Registrar
and the Issuer, as amended from time to time in accordance with the terms thereof;


 


WHEREAS, the Issuer
intends to pledge certain Collateral Obligations, Eligible Investments and Cash (all as defined in the Indenture) and certain other
assets (all as set forth in the Indenture) (collectively, the “Assets”) to the Trustee as security for its obligations
under the Indenture;


 


WHEREAS, the Issuer
wishes to enter into this Agreement, pursuant to which the Collateral Manager agrees to perform, on behalf of the Issuer, certain
duties with respect to the Assets in the manner and on the terms set forth herein and to perform such additional duties as are
consistent with the terms of this Agreement, the Indenture and the Collateral Administration Agreement; and


 


WHEREAS, the Collateral
Manager has the capacity to provide the services required hereby and is prepared to perform such services upon the terms and conditions
set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein set forth, the parties hereto agree as follows:


 


1.                 
Definitions.


 


Terms used herein and
not defined below or elsewhere herein shall have the meanings set forth in the Indenture.


 


“Agreement”
shall mean this Agreement, as amended from time to time.


 






     


     


    

 


“Collateral
Manager Securities” shall mean any Securities owned by the Collateral Manager, an Affiliate thereof, or any account,
fund, client or portfolio established and controlled by the Collateral Manager or an Affiliate thereof or for which the Collateral
Manager or an Affiliate thereof acts as the investment adviser or with respect to which the Collateral Manager or an Affiliate
thereof exercises discretionary control thereover.


 


“Collateral
Manager Information” shall have the meaning ascribed to such term in the Offering Circular.


 


“Governing
Instruments” shall mean the memorandum of association, articles of association and by-laws, if applicable, in the case
of a corporation, the partnership agreement, in the case of a partnership, the limited liability company agreement and certificate
of formation, in the case of a limited liability company or the trust agreement and (if applicable) certificate of trust, in the
case of a trust.


 


“Offering
Circular” shall mean the final Offering Circular with respect to the Notes.


 


“Related Person”
shall mean with respect to any Person, the owners of the equity interests therein, directors, officers, employees, managers, agents
and professional advisors thereof.


 


“Responsible
Officer” shall mean, with respect to any Person, any duly authorized director, officer or manager of such Person with
direct responsibility for the administration of the applicable agreement and also, with respect to a particular matter, any other
duly authorized director, officer or manager of such Person to whom such matter is referred because of such director's, officer's
or manager's knowledge of and familiarity with the particular subject. Each party may receive and accept a certification of the
authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered
as in full force and effect until receipt by such other party of written notice to the contrary.


 


2.                 
General Duties and Authorization of the Collateral Manager.


 


The Collateral Manager
shall provide services to the Issuer as follows:


 


(a)              
Subject to and in accordance with the applicable terms of the Indenture and the terms of this Agreement, the Collateral
Manager agrees to, and is appointed and authorized by the Issuer to (i) select the Assets to be acquired, sold, terminated, tendered
or otherwise disposed of by the Issuer, (ii) invest and reinvest the Assets subject to the Investment Criteria and other conditions
and restrictions set forth in the Indenture, (iii) instruct the Trustee with respect to any acquisition, disposition or tender
of, or Offer with respect to, any Assets received in respect thereof in the open market or otherwise by the Issuer, and (iv) perform
all other tasks and take all other actions that any of the Indenture, the Collateral Administration Agreement or this Agreement
specify are to be taken by the Collateral Manager (provided that the Collateral Manager will not be bound to follow any amendment
or supplement to the Indenture unless it has consented thereto in accordance with the Indenture); and the Collateral Manager may,
in its sole discretion, take any other action not inconsistent with an action that such agreements specify may be taken by the
Collateral Manager.


 






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(b)              
The Collateral Manager shall monitor the Assets on behalf of the Issuer on an ongoing basis and will further agree to provide
or cause to be provided to the Issuer all reports, schedules and other data reasonably available to the Collateral Manager that
the Issuer is required to prepare and deliver or cause to be prepared and delivered under the Indenture, in such forms and containing
such information required thereby, in reasonably sufficient time for such required reports, schedules and data to be reviewed and
delivered by or on behalf of the Issuer to the parties entitled thereto under the Indenture. The obligation of the Collateral Manager
to furnish such reports, schedules and other data is subject to the Collateral Manager’s timely receipt of necessary information,
reports, schedules and other data from the Person responsible for the delivery or preparation thereof (including without limitation,
Obligors of the Collateral Obligations, the Rating Agency, the Trustee and the Collateral Administrator) and to any confidentiality
restrictions with respect thereto.


 


(c)              
Without limiting the foregoing, the Issuer authorizes the Collateral Manager to, at any time and subject to and in accordance
with this Agreement, the Indenture and the Loan Sale Agreement: (i) direct the Trustee to dispose of any or all Assets in
the open market or otherwise, (ii) direct the Trustee to acquire or retain, as security for the Secured Notes in substitution
for or in addition to any Collateral Obligations, Eligible Investments or other Assets, one or more Collateral Obligations, Eligible
Investments or other Assets, and (iii) as agent of the Issuer, direct the Trustee to take the following actions with respect
to any Asset:


 


(A)            
tender such Assets pursuant to an Offer;


 


(B)             
consent or object to any proposed amendment, modification or waiver with respect to such Asset, including pursuant to an
Offer;


 


(C)             
retain or dispose of any securities or other property (if other than Cash) received pursuant to an Offer or with respect
to any Asset;


 


(D)            
waive any default with respect to any Asset;


 


(E)             
vote to accelerate, or to rescind the acceleration of, the maturity of any Asset; or


 


(F)             
exercise any other rights or remedies with respect to such Asset as provided in the related Underlying Document or take
any other action consistent with the terms of the Indenture and the standard of care set forth in Section 2(f).


 


(d)               The
Issuer hereby irrevocably (except as provided below) appoints the Collateral Manager as its true and lawful agent
and attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, in connection with
the performance of its duties provided for in this Agreement or in the Indenture. The Issuer hereby ratifies and confirms all
that such attorney-in-fact (or any substitute) shall lawfully do hereunder and pursuant hereto and authorizes such
attorney-in-fact to exercise full discretion and act for the Issuer in the same manner and with the same force and effect as
the managers or officers of the Issuer might or could do in respect of the performance of such services, as well as in
respect of all other things the Collateral Manager deems necessary or incidental to the furtherance or conduct of such
services, subject in each case to the other terms of this Agreement. The Issuer hereby authorizes such attorney-in-fact, in
its sole discretion (but subject to applicable law and the provisions of this Agreement and the Indenture), to take all
actions that it considers reasonably necessary and appropriate in respect of the Assets, this Agreement, the Indenture and
the other Transaction Documents. This grant of power of attorney is coupled with an interest, and it shall survive and not be
affected by the subsequent dissolution or bankruptcy of the Issuer, except that, notwithstanding anything herein to the
contrary, the appointment herein of the Collateral Manager as the Issuer’s agent and attorney-in-fact shall
automatically cease and terminate upon the effective date of any termination of this Agreement, the resignation of the
Collateral Manager pursuant to Section 12 or any removal of the Collateral Manager pursuant to Section 14.


 






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(e)              
The Collateral Manager and the Issuer shall take such other action, and furnish such certificates, opinions and other documents,
as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate
compliance with applicable laws and regulations and the terms of this Agreement.


 


(f)               
The Collateral Manager will perform its obligations under this Agreement, the Indenture and the Fiscal Agency Agreement
with reasonable care and in good faith using a degree of skill and attention no less than that which the Collateral Manager exercises
with respect to comparable assets that it may manage for itself and its other clients and which is consistent with what the Collateral
Manager reasonably believes to be the customary and usual collateral management practices that a prudent collateral manager of
national recognition in the United States would use to manage comparable assets for its own account and for the account of others,
except as expressly provided otherwise in this Agreement, the Indenture and the Fiscal Agency Agreement or under applicable law;
provided that the Collateral Manager shall not be liable for any losses or damages resulting from any failure to satisfy
the foregoing standard of care except to the extent that such failure would result in liability pursuant to Section 10.
Without prejudicing the preceding, the Collateral Manager shall follow its customary standards, policies and procedures in performing
its duties under this Agreement, the Indenture and the Fiscal Agency Agreement.


 


3.                 
Brokerage.


 


If the
Collateral Manager chooses to effect a transaction for the purchase or sale of an Asset through a broker-dealer, the
Collateral Manager shall use commercially reasonable efforts to obtain the best execution for all orders placed with respect
to the Assets, considering all circumstances (but, for the avoidance of doubt and without limiting the foregoing, with no
obligation to obtain the lowest price) and in a manner permitted by law. Subject to the preceding sentence, the Collateral
Manager may, in the allocation of business, take into consideration research and other brokerage services furnished to the
Collateral Manager or its Affiliates by brokers and dealers which are not Affiliates of the Collateral Manager. Such services
may be furnished to the Collateral Manager or its Affiliates in connection with its other advisory activities or investment
operations. Transactions may be executed as part of concurrent authorizations to purchase or sell the same investment for
other accounts served by the Collateral Manager or its Affiliates. When these concurrent transactions occur, the objective of
the Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among
the accounts in an equitable manner. A more complete description of the Collateral Manager’s policies with respect to
the placement of orders is set forth in the Collateral Manager’s most recent Form ADV, a copy of which has been made
available to the Issuer and to the Trustee.


 






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4.                 
Additional Activities of the Collateral Manager.


 


Nothing herein shall
prevent the Collateral Manager or any of its Affiliates from engaging in its customary businesses, or from rendering services of
any kind to the Issuer and its Affiliates, the Trustee, the Holders or beneficial owners of the Securities or any other Person
or entity to the extent permitted by applicable law and not expressly prohibited under the Indenture. Without prejudice to the
generality of the foregoing, the Collateral Manager or any of its Affiliates and any directors, officers, partners, employees and
agents of the Collateral Manager or its Affiliates may, among other things, and subject to any limits specified in the Indenture:


 


(a)              
serve as directors (whether supervisory or managing), partners, officers, employees, agents, nominees or signatories for
the Issuer, its Affiliates or any issuer of any obligations included in the Assets, to the extent permitted by their Governing
Instruments, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any issuer of any
obligations included in the Assets, pursuant to their respective Governing Instruments;


 


(b)              
receive fees for services of any nature rendered to the issuer of any obligations included in the Assets;


 


(c)              
be retained to provide services to the Issuer or its Affiliates that are unrelated to this Agreement, and be paid therefor;


 


(d)              
be a secured or unsecured creditor of, or hold an equity interest in, the Issuer, its Affiliates or any issuer of any obligation
included in the Assets;


 


(e)              
make a market in any Collateral Obligations or in any Notes; and


 


(f)               
serve as a member of any “creditors’ committee” or informal workout group with respect to any obligation
included in the Assets which is, has become, or, in the Collateral Manager’s opinion, may become a Defaulted Obligation.


 


It is understood
that the Collateral Manager and any of its Affiliates have engaged (and expect to continue to engage) in other business and
have furnished (and expect to continue to furnish) investment management and advisory services to others, including Persons
which may have investment policies similar to those followed by the Collateral Manager with respect to the Assets and which
may own obligations or securities of the same class, or which are of the same type, as the Collateral Obligations or the
Eligible Investments or other obligations or securities of the Obligors or issuers of the Collateral Obligations or the
Eligible Investments. The Collateral Manager will be free, in its sole discretion, to make recommendations to others, or
effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect
to the Assets and the Issuer. Nothing in the Indenture or this Agreement shall prevent the Collateral Manager or any of its
Affiliates, acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or
directing any other account to buy or sell, at any time, obligations or securities of the same kind or class, or obligations
or securities of a different kind or class of the same Obligor or issuer, as those directed by the Collateral Manager to be
purchased or sold on behalf of the Issuer.


 






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It is understood that,
to the extent permitted by applicable law, the Collateral Manager, its Affiliates or their respective Related Persons or any member
of their families or a Person advised by the Collateral Manager or its Affiliates may have an interest in a particular transaction
or in obligations or securities of the same kind or class, or obligations or securities of a different kind or class of the same
Obligor or issuer, as those whose purchase or sale the Collateral Manager may direct under this Agreement. If, in light of market
conditions and investment objectives, the Collateral Manager determines that it would be advisable to purchase or sell the same
Collateral Obligation both for the Issuer, and either the proprietary account of the Collateral Manager or any Affiliate of the
Collateral Manager or another client of the Collateral Manager or any Affiliate, the Collateral Manager will allocate such investment
opportunities across such Persons for which such opportunities are appropriate in a manner it deems fair and equitable over time
in accordance with (i) its internal conflicts of interest and allocation policies (as such policies and procedures may change from
time to time in the sole discretion of the Collateral Manager) and (ii) any applicable requirements of the Advisers Act. The Issuer
agrees that, in the course of managing the Collateral Obligations held by the Issuer, the Collateral Manager may consider its relationships
with other clients (including Obligors and issuers) and its Affiliates. The Collateral Manager may decline to make a particular
investment for the Issuer in view of such relationships.


 


Unless the Collateral
Manager determines in its sole discretion that such purchase or sale may be appropriate, the Collateral Manager may refrain from
directing the purchase or sale hereunder of securities or obligations of (i) Persons of which the Collateral Manager, its
Affiliates or any of its or their officers, directors, partners or employees are directors or officers, (ii) Persons for which
the Collateral Manager or any of its Affiliates acts as financial adviser or underwriter or (iii) Persons about which the
Collateral Manager or any of its Affiliates has information which the Collateral Manager deems confidential or non-public or otherwise
might prohibit it from trading such securities or obligations in accordance with applicable law. The Collateral Manager shall not
be obligated to utilize with respect to the Assets any particular investment opportunity of which it becomes aware or to pursue
any particular investment strategy.


 


5.                 
Acquisitions from or Dispositions to the Collateral Manager and Related Parties.


 


Subject to compliance
with applicable laws and regulations and subject to this Agreement and the applicable provisions of the Loan Sale Agreement and
the Indenture, the Collateral Manager may direct the Trustee to acquire a Collateral Obligation from, or sell a Collateral Obligation,
Eligible Investment or Equity Security to, the Collateral Manager, any of its Affiliates or any client for whom the Collateral
Manager or any of its Affiliates serve as investment advisor. Any such acquisition by the Issuer shall be for Fair Market Value
or as otherwise specified in the Indenture.


 


6.                 
Records; Confidentiality.


 


(a)               The
Collateral Manager shall maintain appropriate books of account and records relating to services performed hereunder, and such
books of account and records shall be accessible for inspection by a representative of the Issuer, the Trustee and
the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the
Indenture at any time during normal business hours and upon not less than three Business Days’ prior notice. The
Collateral Manager shall provide the Issuer with sufficient information and reports to maintain the books and records of the
Issuer.


 






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(b)              
The Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered
hereunder and shall not disclose any such information to non-affiliated third parties except (i) with the prior written consent
of the Issuer, (ii) such information as any Rating Agency shall reasonably request in connection with its rating of the Notes,
(iii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions
on behalf of the Issuer, (iv) as required by law, regulation, court order or the rules or regulations of any self-regulating
organization, body or official having jurisdiction over the Collateral Manager, (v) to its professional advisers or (vi) such
information as shall have been publicly disclosed other than in violation of this Agreement. Notwithstanding the foregoing, the
Collateral Manager (a) may present summary data with respect to the performance of the Assets in conjunction with presentation
of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate
data with respect to the performance of one or more categories of Assets with similar data of such other funds and (b) may disclose
such other information about the Issuer, the Assets and the Securities as is customarily disclosed by managers of collateralized
loan obligations. For purposes of this Section 6, the Holders and beneficial owners of the Securities shall in no event
be considered “non-affiliated third parties.”


 


(c)              
Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Collateral Manager, the
Issuers, the Trustee and the Holders and beneficial owners of the Securities (and each of their respective employees, representatives
or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure
(in each case, under applicable federal, state or local law) of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. tax treatment and U.S. tax
structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably
necessary to comply with applicable U.S. federal or state laws.


 


7.                 
Obligations of the Collateral Manager.


 


Unless otherwise
specifically required by any provision of this Agreement, any other Transaction Document or applicable law, the Collateral
Manager shall use commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or
with reckless disregard take any action, which would (a) materially adversely affect the Issuer for purposes of Cayman
Islands law, United States federal or state law or any other law known to the Collateral Manager to be applicable to the
Issuer, (b) not be permitted under the Issuers’ Governing Instruments, (c) violate in any material respect
any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without
limitation, any Cayman Islands or United States federal, state or other applicable securities law, (d) require
registration of the Issuer or the pool of Assets as an “investment company” under the Investment Company Act or
(e) result in the Issuer or the Co-Issuer violating the terms of the Indenture. In connection with the foregoing, but
without prejudice to Section 2 hereof, the Collateral Manager will not be required to make any independent
investigation of any facts or laws in connection with its obligations under this Agreement or the conduct of its business
generally. If the Collateral Manager is ordered to take any such action by the Issuer, the Collateral Manager shall promptly
notify the Issuer, the Trustee and the Rating Agency of the Collateral Manager’s judgment that such action would, or
would reasonably be expected to, have one or more of the consequences set forth above and need not take such action unless
(i) the action would not have the consequences set forth in clause (c) above and (ii) the Issuer again
requests the Collateral Manager to do so and a Majority of each Class of Notes have consented thereto in writing.
Notwithstanding any such request, the Collateral Manager need not take such action unless arrangements satisfactory to it are
made to insure or indemnify the Collateral Manager from any liability it may incur as a result of such action. The Collateral
Manager, its partners, their respective partners, and the Collateral Manager’s directors, officers, stockholders and
employees shall not be liable to the Issuer, the Trustee, the Holders or any other Person, except as provided in Section 10
of this Agreement. Any indemnification or insurance pursuant to this Section 7 that is payable out of the Assets
shall be payable only in accordance with the priorities set forth in Article XI of the Indenture.


 






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8.                 
Compensation.


 


(a)              
The Issuer shall pay to the Collateral Manager, for services rendered and performance of its obligations under this Agreement,
a fee, payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with
a redemption of Secured Notes in part by Class not occurring on a regularly scheduled Payment Date) in accordance with the Priority
of Payments that consists of (i) an amount equal to 0.15% per annum (calculated on the basis of a 360 day year and the actual number
of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection
Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.25% per annum
(calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of
the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated
Management Fee” and, together with the Base Management Fee, the “Management Fees”). If any portion
of any Collateral Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for
any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates.


 


(b)              
The Collateral Manager may, in its sole discretion, (i) waive its rights to receive any portion of the Management Fees payable
on any Payment Date (including any previously Deferred Subordinated Management Fee) or (ii) defer any portion of the Subordinated
Management Fee otherwise payable to the Collateral Manager on any Payment Date (the “Deferred Subordinated Management
Fee”). The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral
Manager notifies the Issuer and the Trustee that it is revoking such waiver.


 


(c)               If
this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, (i) the Base Management Fee
and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on
which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the
effective date of such termination, resignation or removal and (ii) any unpaid or Deferred Subordinated Management Fee shall
be determined as of the effective date of such termination, resignation or removal and, in each case, shall be immediately
due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance
with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further
compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of
termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any
Collateral Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor
Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such
Person, subject to the Priority of Payments.


 






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(d)               The
Collateral Manager shall be responsible for expenses incurred in the performance of its obligations under this
Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including
fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in connection with the services provided under
this Agreement with respect to (i) the costs and expenses of the Collateral Manager incurred in connection with the
negotiation, preparation and execution of this Agreement and all other agreements and matters related to the issuance of any
Securities; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii)
any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with
the Securities or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan
processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of
professionals retained by the Collateral Manager on behalf of the Issuer and (c) amounts in connection with the termination,
cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and
all taxes, regulatory and governmental charges that may be incurred or payable by the Issuer; (v) any and all insurance
premiums or expenses incurred in connection with the activities of the Issuer by the Collateral Manager; (vi) any and all
costs, fees and expenses incurred in connection with the rating of the Secured Notes or obtaining ratings or credit estimates
on Collateral Obligations, and communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in
connection with the Collateral Manager's communications with the Holders (including charges related to annual meetings and
for preparation of reports); (viii) costs, fees and expenses of one or more firms that provide software databases and
applications for the purpose of modeling, evaluating and monitoring the Assets and the Securities pursuant to a licensing or
other agreement; (ix) fees and expenses for services to the Issuer in respect of the Assets relating to asset pricing and
rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the
Issuer and, to the extent relating to the Issuer and the Assets, the Collateral Manager; (xi) the fees and expenses of any
independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred
in connection with any amendment or supplemental indenture effected (or proposed to be effected) pursuant to the Indenture;
(xiii) in the event the Issuer is included in the consolidated financial statements of the Collateral Manager or its
Affiliates, costs and expenses associated with the preparation of such financial statements and other information by the
Collateral Manager or its Affiliates to the extent related to the inclusion of the Issuer in such financial statements; (xiv)
any and all costs, fees and expenses incurred in connection with the preparation and audit of the Issuer’s financial
statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with
applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance
with the Indenture. In addition, the Issuer will pay or reimburse the costs and expenses (including fees and disbursements of
counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to the entering
into of this Agreement or any amendment hereto.


 






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9.                 
Benefit of the Agreement.


 


The Collateral Manager
shall perform its obligations hereunder in accordance with the terms of this Agreement and the terms of the Indenture applicable
to it and shall use all reasonable endeavors, in the course of carrying out such obligations, to protect the interests of the Holders
as a group. The Collateral Manager agrees that such obligations shall be enforceable at the instance of the Issuer, the Trustee,
on behalf of the Holders, or the requisite percentage of Holders as provided in the Indenture.


 


10.              
Limits of Collateral Manager Responsibility.


 


(a)              
The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder
and under the terms of the Indenture applicable to it in good faith and shall not be responsible for any action or inaction of
the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager.
The Collateral Manager, its Affiliates, and their respective Related Persons shall not be liable to the Issuers, the Trustee, any
Holder of Securities, any holder of the Issuer’s ordinary shares, the Initial Purchaser, any of their respective Affiliates
or Related Persons or any other Person for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability,
damage, judgements, assessments, settlement cost, or other expense (including attorneys’ fees and expenses and court costs)
arising out of any investment, or for any other act or omission in the performance of the Collateral Manager’s obligations
under or in connection with this Agreement or the terms of any other Transaction Document applicable to the Collateral Manager,
incurred as a result of actions taken or recommended or for any omissions of the Collateral Manager, or for any decrease in the
value of the Assets, except the Collateral Manager will be liable (i) by reason of acts or omissions constituting bad faith, willful
misconduct or gross negligence in the performance of its duties under this Agreement and under the terms of the Indenture or (ii)
with respect to Collateral Manager Information, as of the date made, containing any untrue statement of a material fact or omitting
to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under
which they were made, not misleading (the preceding clauses (i) and (ii) collectively referred to as “Collateral Manager
Breaches”).


 


(b)              
The Collateral Manager shall not be liable for any consequential, punitive, exemplary or special damages or lost profits
under this Agreement or under the Indenture. Nothing contained in this Agreement shall be deemed to waive any liability which cannot
be waived under applicable state or federal law or any rules or regulations thereunder.


 


(c)               Indemnity
by the Issuer. The Issuer shall indemnify and hold harmless (the Issuer in such case, the
“Indemnifying Party”) the Collateral Manager, its Affiliates, and their respective Related Persons (such
parties collectively in such case, the “Indemnified Parties”) from and against any and all losses, claims,
damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) (as Administrative
Expenses) and will promptly reimburse each such Indemnified Party for all reasonable fees and expenses incurred by an
Indemnified Party with respect thereto (including, without limitation, reasonable fees and expenses of counsel and costs of
collection) (collectively, “Expenses”) (as Administrative Expenses) arising out of or in connection with
the issuance of the Securities (including, without limitation, any untrue statement of material fact or alleged untrue
statement of material fact contained in the Offering Circular, or any omission or alleged omission to state in the Offering
Circular a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, other than Collateral Manager Information), the transactions contemplated by the Offering
Circular, the Indenture or this Agreement and any acts or omissions of any such Indemnified Party; provided that such
Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any Collateral Manager Breach
or any information contained under the headings “U.S. Credit Risk Retention” and “EU Risk Retention
Requirements—The Retention Holder” in the Offering Circular as of the date made containing any untrue statement
of a material fact or omitting to state a material fact necessary in order to make the statements in the Offering
Circular, in light of the circumstances under which they were made, not misleading.


 






    10


     


    

 


(d)              
Notwithstanding anything contained herein to the contrary, the obligations of the Issuer under this Section 10
shall be limited-recourse obligations of the Issuer, payable solely out of the Assets in accordance with the priorities set forth
in Article XI of the Indenture and shall be subject to the terms of Section 22 hereof.


 


(e)              
Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Agreement shall not be construed
so as to provide for the exculpation of the Collateral Manager or the indemnification of the Issuer or the Collateral Manager for
any liability (including liability under U.S. federal securities laws), to the extent (but only to the extent) that such liability
may not be waived, modified or limited under applicable law or such indemnification may not be demanded under applicable law, but
shall otherwise be construed so as to effectuate the provisions of this Agreement to the fullest extent permitted by applicable
law.


 


(f)               
In providing services under this Agreement, the Collateral Manager may rely in good faith upon and will be fully protected
and incur no liability for acting at the direction of the Issuer (where such direction has been given without direct advice from
the Collateral Manager) or for relying upon advice of nationally recognized counsel, accountants or other advisers as the Collateral
Manager determines, in its sole discretion, is reasonably appropriate in connection with the services provided by the Collateral
Manager under this Agreement.


 


(g)               An
Indemnified Party shall (or with respect to an Indemnified Party other than the Collateral Manager, the Collateral
Manager shall cause such Indemnified Party to) promptly notify the Indemnifying Party if the Indemnified Party receives a
complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim for
indemnification under this Section 10 and give written notice to the Indemnifying Party of such claim within ten
(10) days after such claim is made or threatened, which notice shall specify in reasonable detail the nature of the claim and
the amount (or an estimate of the amount) of the claim but failure so to notify the Indemnifying Party (i) shall not
relieve such Indemnifying Party from its obligations under paragraph (a) above unless and to the extent that it did not
otherwise learn of such action or proceeding and to the extent such failure results in the forfeiture by the Indemnifying
Party of substantial rights and defenses and (ii) shall not, in any event, relieve the Indemnifying Party for any
obligations to any Person entitled to indemnity pursuant to paragraph (a) above other than the indemnification
obligations provided for in paragraph (a) above.


 






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(h)              
With respect to any claim made or threatened against an Indemnified Party, or compulsory process or request served upon
such Indemnified Party for which such Indemnified Party is or may be entitled to indemnification under this Section 10,
such Indemnified Party shall (or with respect to an Indemnified Party other than the Collateral Manager, the Collateral Manager
shall cause such Indemnified Party to), at the Indemnifying Party’s expense:


 


(i)              provide the Indemnifying Party such information and cooperation with respect to such claim as the Indemnifying Party may
reasonably require, including, but not limited to, making appropriate personnel available to the Indemnifying Party at such reasonable
times as the Indemnifying Party may request;


 


(ii)             cooperate and take all such steps as the Indemnifying Party may reasonably request to preserve and protect any defense to
such claim;


 


(iii)           
in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Indemnifying Party
the right, which the Indemnifying Party may exercise in its sole discretion and at its expense, to participate in the investigation,
defense and settlement of such claim;


 


(iv)           neither incur any material expense to defend against nor release or settle any such claim or make any admission with respect
thereto (other than routine or incontestable admissions or factual admissions the failure to make which would expose such Indemnified
Party to unindemnified liability) without the prior written consent of the Indemnifying Party; provided, that the Indemnifying
Party shall have advised such Indemnified Party that such Indemnified Party is entitled to be indemnified hereunder with respect
to such claim; and


 


(v)            upon
reasonable prior notice, afford to the Indemnifying Party the right, in its sole discretion and at its sole expense, to
assume the defense of such claim, including, but not limited to, the right to designate counsel and to control all
negotiations, litigation, arbitration, settlements, compromises and appeals of such claim; provided, that if the
Indemnifying Party assumes the defense of such claim, it shall not be liable for any fees and expenses of counsel for any
Indemnified Party incurred thereafter in connection with such claim except that if such Indemnified Party reasonably
determines that counsel designated by the Indemnifying Party has a conflict of interest, such Indemnifying Party shall pay
the reasonable fees and disbursements of one counsel (in addition to any local counsel) separate from its own counsel for all
Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances; and provided further, that prior to entering into any
final settlement or compromise, such Indemnifying Party shall seek the consent of the Indemnified Party and use its best
efforts in the light of the then prevailing circumstances (including, without limitation, any express or implied time
constraint on any pending settlement offer) to obtain the consent of such Indemnified Party as to the terms of settlement or
compromise. If an Indemnified Party does not consent to the settlement or compromise within a reasonable time under the
circumstances, the Indemnifying Party shall not thereafter be obligated to indemnify the Indemnified Party for any amount in
excess of such proposed settlement or compromise.


 






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(i)                
No Indemnified Party shall, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed, settle or compromise any claim giving rise to a claim for indemnity hereunder, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term
thereof, the giving by the claimant to the Indemnifying Party of a release from liability substantially equivalent to the release
given by the claimant to such Indemnified Party in respect of such claim.


 


(j)                
In the event that any Indemnified Party waives its right to indemnification hereunder, the Indemnifying Party shall not
be entitled to appoint counsel to represent such Indemnified Party nor shall the Indemnifying Party reimburse such Indemnified
Party for any costs of counsel to such Indemnified Party.


 


(k)              
Indemnity by Collateral Manager. The Collateral Manager shall indemnify, defend and hold harmless the Issuer and
its Related Persons from and against any and all Losses and shall reimburse each such Person for all Expenses in investigating,
preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation
against the Issuer or any such Related Person (collectively, “Actions”), to the extent that such Action is caused
by, or is a direct consequence of, any Collateral Manager Breach; provided that no such indemnity shall be paid to the extent
that such Action was caused by, or arose out of or in connection with, bad faith, willful misconduct, gross negligence or reckless
disregard of the Issuer or any Related Person.


 


11.             
No Partnership or Joint Venture.


 


The Issuer and the
Collateral Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such
partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Issuer
shall be deemed to be solely that of an independent contractor.


 


12.             
Term; Termination.


 


(a)              
This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following
occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the
liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture;
or (iii) the termination of this Agreement in accordance with clause (b) or (c) of this Section 12
or Section 14 of this Agreement.


 


(b)               This
Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon
90 days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer, the Trustee (who
will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager
shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations
which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the
Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date
as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an
instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has
effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.


 






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(c)              
If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability
or obligation of either party to the other, except as provided in Sections 2(g), 8(c), 10, 15 and 22
of this Agreement, which provisions shall survive the termination of this Agreement.


 


(d)              
Promptly after notice of any removal for cause pursuant to Section 14 hereof or resignation of the Collateral
Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall:


 


(i)              transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent
and the Rating Agency; and


 


(ii)             at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has
demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder,
(B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral
Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool
of Assets to become required to register under the Investment Company Act and (D) has been approved by a Majority of the Controlling
Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling
Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor)
and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as
a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis.


 


(e)               If
(i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the
resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the
proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such
nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or
(ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in
clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the
preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within
90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning
Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30
days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the
Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction
to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor
has accepted its appointment and without the consent of any Holder of any Securities.


 






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(f)               
Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing
from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than
such components of the Collateral Management Fee without the prior written consent of 100% of the Holders of each Class of Securities,
including Collateral Manager Securities.


 


(g)              
The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager
to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall
be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance
with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.


 


(h)              
In the event of removal of the Collateral Manager pursuant to this Agreement by the Issuer, the Issuer shall have all of
the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by
notice in writing to the Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Collateral
Manager under this Agreement (except those that survive termination pursuant to Section 12(d) above). Upon expiration
of the applicable notice period with respect to termination specified in this Section 12 or Section 14
of this Agreement, as applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect
to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in the
successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be
reasonably necessary to transfer such authority and power.


 


13.             
Delegation; Assignments; Succession.


 


(a)              
Except as provided in this Agreement, the Collateral Manager may not assign or delegate its rights or responsibilities under
this Agreement without the consent of the Issuer and the consent of a Majority of the Controlling Class and a Majority of the Preferred
Shares (voting separately).


 


(b)               The
Collateral Manager may, without obtaining the consent of any Holder of Securities, but subject to any consent of the Issuer
required for an assignment under the Advisers Act, assign any of its rights or obligations under this Agreement to an
Affiliate of the Collateral Manager, to the surviving entity of a merger, consolidation or restructuring of the Collateral
Manager, or to any other entity to which all or substantially all of the assets, or at the time of such transfer, the
collateral management business, of the Collateral Manager has been transferred; provided that such Affiliate,
successor or transferee (i) has demonstrated an ability to professionally and competently perform duties similar to
those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as
Collateral Manager under this Agreement, (iii) shall not cause any of the Issuer, the Co-Issuer or the pool of Assets to
become required to register under the provisions of the 1940 Act and (iv) by its appointment will not cause the Issuer or
Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or
subject to U.S. federal, state or local income tax on a net income basis. The Collateral Manager shall deliver prior notice
to the Rating Agency of any such assignment or combination.


 






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(c)              
In addition, the Collateral Manager may, without the consent of any Person, delegate to third parties (including without
limitation its Affiliates) the duties assigned to the Collateral Manager under this Agreement, and employ third parties (including
without limitation its Affiliates) to render advice (including investment advice), to provide services to arrange for trade execution
and otherwise provide assistance to the Issuer, and to perform any of the Collateral Manager's duties under this Agreement; provided
that the Collateral Manager shall not (i) delegate investment advice responsibilities, including (without limitation) asset selection,
credit review and the negotiation and determination of the acquisition price of a Collateral Obligation to non-affiliates; (ii)
be relieved of any of its duties under this Agreement regardless of the performance of any services by third parties; or (iii)
by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for
U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis.


 


(d)              
Any assignment by the Collateral Manager consented to by the Issuer and the required Holders shall bind the assignee hereunder
in the same manner as the Collateral Manager is bound. In addition, the assignee shall execute and deliver to the Issuer and the
Trustee an appropriate agreement naming such assignee as a Collateral Manager. Upon the execution and delivery of such a counterpart
by the assignee, the Collateral Manager shall be released from further obligations pursuant to this Agreement, except with respect
to its obligations under Section 10 of this Agreement arising prior to such assignment and except with respect to its
obligations under Sections 15 and 22 hereof.


 


(e)              
This Agreement shall not be assigned by the Issuer without the prior written consent of the Collateral Manager, except that
the Collateral Manager agrees and consents to the assignment by the Issuer of this Agreement pursuant to Section 15.1(f) of the
Indenture.


 


(f)               
In the event of any assignment by the Issuer, the Issuer shall (x) use its best efforts to cause its successor to execute
and deliver to the Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully
such assignment and (y) provide written notice thereof to the Issuer, each Holder, the Trustee and the Rating Agency.


 


14.             
Termination by the Issuer for Cause.


 


This Agreement
may be terminated, and the Collateral Manager may be removed for Cause (as defined below) upon 30 Business Days’ prior
written notice by the Issuer (a “Termination Notice”) at the direction of either (i) a Majority of the
Controlling Class or (ii) a Majority of the Preferred Shares; provided that Collateral Manager Securities shall be
disregarded and have no voting rights with respect to any vote in respect of removal of the Collateral Manager for Cause.
Simultaneous with its direction to the Issuer to so remove the Collateral Manager, either (i) a Majority of the Controlling
Class or (ii) a Majority of the Preferred Shares (as applicable) shall give to the Issuer a written statement setting forth
the reason for such removal (a “Notice of Removal”) and the Issuer shall deliver a copy of the Termination
Notice and the Notice of Removal to the Trustee (who shall deliver a copy of such notice to the Holders) within five Business
Days of receipt of such written notice. No such termination or removal pursuant to this Section 14 shall be
effective (A) until a successor collateral manager shall have been appointed in accordance with Section 12 and
have delivered an instrument of acceptance to the Issuer and the removed Collateral Manager and the successor collateral
manager has effectively assumed all of the Collateral Manager’s duties and obligations under this Agreement and the
Indenture and (B) unless the Notice of Removal shall have been delivered to the Issuer as set forth above.


 






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For purposes of determining
“Cause” with respect to termination of this Agreement pursuant to this Section, such term shall mean any one
of the following events:


 


(a)              
the Collateral Manager willfully and intentionally violated or breached any material provision of this Agreement or the
Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding reasonable
alternative courses of action or reasonable interpretation of instructions);


 


(b)              
the Collateral Manager breached provision of this Agreement or the Indenture applicable to it (other than as covered by
clause (a) and it being understood that failure to meet any Concentration Limitation, Collateral Quality Test or Coverage Test
is not a breach for purposes of this clause (b)), which breach would reasonably be expected to have a material adverse effect on
any Class of Secured Notes and shall not cure such breach (if capable of being cured) within 60 days after the earlier to occur
of a Responsible Officer of the Collateral Manager receiving notice or having actual knowledge of such breach, unless, if such
breach is remediable, the Collateral Manager has taken action commencing the cure thereof within such 60 day period that the Collateral
Manager believes in good faith will remedy such breach within 90 days after the earlier to occur of a Responsible Officer receiving
notice or having actual knowledge thereof;


 


(c)              
the failure of any representation or warranty of the Collateral Manager in Section 16 hereof to be correct in any
material respect when such representation or warranty is made, which failure (i) would reasonably be expected to have a material
adverse effect on any Class of Secured Notes and (ii) if capable of being corrected, is not corrected by the Collateral Manager
within 45 days of a Responsible Officer of the Collateral Manager receiving notice of such failure, unless if such failure is remediable,
the Collateral Manager has taken action commencing the cure thereof within such 45-day period that the Collateral Manager believes
in good faith will remedy such failure within 90 days after the earlier to occur of a Responsible Officer receiving notice thereof
or having actual knowledge thereof;


 


(d)               (A)
the Collateral Manager is wound up or dissolved; (B) there is appointed over the Collateral Manager or a
substantial portion of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or
(C) the Collateral Manager (i) ceases to be able to, or admits in writing its inability to, pay its debts as they
become due and payable, or makes a general assignment for the benefit of, or enters into any composition or arrangement with,
its creditors generally; (ii) applies for or consents (by admission of material allegations of a petition or otherwise)
to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar official) of the
Collateral Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or
proceedings seeking such appointment are commenced without such authorization, consent or application against the Collateral
Manager and continue undismissed for 60 days; (iii) authorizes or files a voluntary petition in bankruptcy, or applies
for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy,
reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or
proceedings to such end are instituted against the Collateral Manager without such authorization, application or consent and
are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency;
or (iv) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by
court order and the order remains undismissed for 60 days;


 






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(e)              
the occurrence and continuation of an Event of Default specified under clause (a), (b) or (c) of the definition
of such term that results primarily from any material breach by the Collateral Manager of its duties under this Agreement or under
the Indenture which breach or default is not cured within any applicable cure period (excluding any such Event of Default relating
to a good faith dispute with respect to reasonable alternative courses of action or the meaning of any relevant provision under
the Transaction Documents or any matter that is in the process of being reconciled in accordance with the applicable Transaction
Documents); or


 


(f)               
(i) the occurrence of an act by the Collateral Manager that constitutes fraud or felony criminal activity in the performance
of its obligations under this Agreement (as determined pursuant to a final adjudication by a court of competent jurisdiction) or
the Collateral Manager being indicted for a felony criminal offense materially related to its business of providing asset management
services or (ii) any Responsible Officer of the Collateral Manager primarily responsible for the performance by the Collateral
Manager of its obligations under this Agreement (in the performance of his or her investment management duties) is indicted for
a felony criminal offense materially related to the business of the Collateral Manager providing asset management services and
continues to have responsibility for the performance by the Collateral Manager under this Agreement for a period of thirty (30)
days after such indictment.


 


Prior to the effective
appointment of any successor collateral manager in accordance with this Agreement, the event or circumstance giving rise to the
removal of the Collateral Manager for Cause described above (other than pursuant to clause (d) of the definition thereof)
may be waived by a written approval of both a Majority of the Controlling Class and a Majority of the Preferred Shares (voting
separately) as a basis for termination of this Agreement and removal of the Collateral Manager hereunder; provided that
Collateral Manager Securities shall be disregarded and have no voting rights for purposes of this waiver, it being understood that
if all of the Securities of either such Class are Collateral Manager Securities, the approval of a Majority of such Class shall
not be required for such waiver.


 


If any of the
events specified in clauses (a) through (f) of this Section 14 shall occur, the Collateral Manager shall give prompt
written notice thereof to the Issuer, the Trustee (who shall forward such notice to the Holders) and the Rating Agency; provided
that if the events specified in clause (d) above shall occur, the Collateral Manager shall give written notice thereof to the
Issuer, the Trustee (who will forward such notice to the holders of the Securities) and the Rating Agency immediately upon
the Collateral Manager’s becoming aware of the occurrence of such event. In no event will the Trustee be required to
determine whether or not Cause exists to remove the Collateral Manager.


 






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15.             
Action Upon Termination.


 


(a)              
From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation
for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts
for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled
to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall
as soon as practicable:


 


(i)             
deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating
to the Assets then in the custody of the Collateral Manager; and


 


(ii)           
deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral
manager appointed pursuant to Section 12(e) hereof.


 


Notwithstanding such
termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10
arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever
(including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made
by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all
material respects with the provisions of this Section 15.


 


(b)              
The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising
in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted
against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense
reimbursement.


 


16.             
Representations and Warranties.


 


(a)              
The Issuer hereby represents and warrants to the Collateral Manager as follows:


 


(i)             
The Issuer has been duly incorporated and is validly existing under the laws of the Cayman Islands, has all requisite corporate
power and authority to own its assets and the securities proposed to be owned by it and included in the Assets and to transact
the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or
lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement, the Indenture
or the Securities would require, such qualification, except for failures to be so qualified, authorized or licensed that would
not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer.


 






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(ii)            
The Issuer has all requisite corporate power and authority to execute, deliver and perform this Agreement, the Indenture
and the Securities and all obligations required hereunder, under the Indenture and the Securities and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement, the Indenture and the Securities and the performance of
all obligations imposed upon it hereunder and thereunder. No consent of any other Person including, without limitation, shareholders
and creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration,
filing or declaration with, any governmental authority, other than those that may be required under state securities or “blue
sky” laws and those that have been or shall be obtained in connection with the Indenture and the issuance of the Securities,
is required by the Issuer in connection with this Agreement, the Indenture or the Securities or the execution, delivery, performance,
validity or enforceability of this Agreement, the Indenture or the Securities or the obligations imposed upon it hereunder or thereunder.
This Agreement constitutes, and each instrument or document required hereunder, when executed and delivered hereunder, shall constitute,
the legally valid and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms, subject, as
to enforcement, to (a) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’
rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Issuer
and (b) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in
equity).


 


(iii)           
The execution, delivery and performance of this Agreement and the documents and instruments required hereunder shall not
violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree of any court,
arbitrator or governmental authority binding on or applicable to the Issuer, or the Governing Instruments of, or any securities
issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the
Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have a material
adverse effect on the business, operations, assets or financial condition of the Issuer, and shall not result in or require the
creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage,
indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture).


 


(iv)           
The Issuer is not in violation of its Governing Instruments or in breach or violation of or in default under the Indenture
or any contract or agreement to which it is a party or by which it or any of its assets may be bound, or any applicable statute
or any rule, regulation or order of any court, government agency or body having jurisdiction over the Issuer or its properties,
the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability
of this Agreement or the performance by the Issuer of its duties hereunder.


 


(v)             True
and complete copies of the Indenture and the Issuer’s Governing Instruments have been or, no later than the Closing
Date, will be delivered to the Collateral Manager. In addition, the Issuer acknowledges that it has received Part 2 of the
Collateral Manager’s Form ADV filed with the Securities and Exchange Commission, as required by Rule 204-3 under
the Advisers Act, prior to or concurrently with the date of execution of this Agreement.


 






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The Issuer agrees to
deliver a true and complete copy of each and every amendment to the documents referred to in Section 16(a)(v) above
to the Collateral Manager as promptly as practicable after its adoption or execution.


 


(b)              
The Collateral Manager hereby represents and warrants to the Issuer as follows:


 


(i)              The Collateral Manager is a limited liability company duly organized and validly existing and in good standing under the
law of the State of Delaware and has full power and authority to own its assets and to transact the business in which it is currently
engaged and is duly qualified as a limited liability company and is in good standing under the laws of each jurisdiction where
its ownership or lease of property or the conduct of its business requires, or the performance of this Agreement would require
such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not have
a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or on the ability
of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions
of the Indenture which are applicable to the Collateral Manager; the Collateral Manager is a registered investment adviser under
the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”).


 


(ii)            
The Collateral Manager has full power and authority to execute and deliver this Agreement and perform all obligations required
hereunder and under the provisions of the Indenture which are applicable to the Collateral Manager, and the Collateral Manager
has taken all necessary action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance
of this Agreement and all obligations required hereunder and under the terms of the Indenture which are applicable to the Collateral
Manager. No consent of any other person, including, without limitation, creditors of the Collateral Manager, and no license, permit,
approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental
authority (other than those already obtained) is required by the Collateral Manager in connection with this Agreement or the execution,
delivery, performance, validity or enforceability of this Agreement or the obligations required hereunder or under the terms of
the Indenture which are applicable to the Collateral Manager. This Agreement has been, and each instrument and document required
hereunder or under the terms of the Indenture shall be, executed and delivered by a duly authorized officer of the Collateral Manager,
and this Agreement constitutes, and each instrument and document required hereunder or under the terms of the Indenture when executed
and delivered by the Collateral Manager hereunder or under the terms of the Indenture shall constitute, the legally valid and binding
obligations of the Collateral Manager enforceable against the Collateral Manager in accordance with their terms, subject, as to
enforcement, to (a) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’
rights and (b) general equitable principles (whether considered in a proceeding at law or in equity).


 






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(iii)           
The execution, delivery and performance of this Agreement and the terms of the Indenture applicable to the Collateral Manager
and the documents and instruments required hereunder or under the terms of the Indenture shall not violate any provision of any
existing law or regulation binding on or applicable to the Collateral Manager, or any order, judgment, award or decree of any court,
arbitrator or governmental authority binding on the Collateral Manager, or the Governing Instruments of, or any securities issued
by the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which
the Collateral Manager is a party or by which the Collateral Manager or any of its assets is or may be bound, the violation of
which would have a material adverse effect on the business operations, assets or financial condition of the Collateral Manager
or its ability to perform its obligations under this Agreement, and shall not result in or require the creation or imposition of
any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract
or other agreement, instrument or undertaking.


 


(iv)          
There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the knowledge of the
Collateral Manager, threatened that, if determined adversely to the Collateral Manager, would have a material adverse effect upon
the performance by the Collateral Manager of its duties under, or on the validity or enforceability of, this Agreement or the provisions
of the Indenture applicable to the Collateral Manager hereunder.


 


(v)            
The Collateral Manager is authorized to carry on its business in the United States.


 


(vi)           
The Collateral Manager is not in violation of its Governing Instruments or in breach or violation of or in default under
any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute
or any rule, regulation or order of any court, government agency or body having jurisdiction over the Collateral Manager or its
properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability
of this Agreement or the provisions of the Indenture applicable to the Collateral Manager hereunder, or the performance by the
Collateral Manager of its duties hereunder or under the Indenture.


 


(vii)         
The Collateral Manager Information contained in the Offering Circular, as the same may be thereafter amended or supplemented,
as of the date thereof, as of the date of any such amendment or supplement, and as of the Closing Date, is true and correct in
all material respects and does not omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


The Collateral Manager
makes no representation, express or implied, with respect to the Issuer or the disclosure with respect to the Issuer.


 






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17.             
Observation Rights.


 


The Issuer covenants
and agrees, if requested in writing by the Collateral Manager and to the extent practicable under the circumstances, to notify
the Collateral Manager of each meeting of the Board of Directors of the Issuer following the receipt of such request by the Issuer
and to use commercially reasonable efforts to provide any materials distributed to the Board of Directors in connection with any
such meeting and to afford a representative of the Collateral Manager the opportunity to be present at each such meeting, in person
or by telephone at the option of the Collateral Manager.


 


18.             
Notices.


 


Unless expressly provided
otherwise herein, all notices, requests, demands and other communications required or permitted under this Agreement shall be in
writing (including by telecopy) and shall be deemed to have been duly given, made and received when delivered against receipt or
upon actual receipt, by registered or certified mail, postage prepaid, return receipt requested, by hand delivery, or by courier
service or, in the case of telecopy or email notice, when received in legible form, addressed as set forth below:


 


	 	(a)	If to the Issuer:
	 	 	 
	 	 	Owl Rock CLO II, Ltd.
	 	 	c/o Walkers Fiduciary Limited
	 	 	
        Cayman Corporate Centre

        27 Hospital Road,

        George Town, Grand Cayman

	 	 	KY1-9008, Cayman Islands
	 	 	Telecopy: (345) 949-8080
	 	 	 
	 	(b)	If to the Collateral Manager:
	 	 	 
	 	 	Owl Rock Capital Advisors 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
	 	 	 
	 	(c)	If to the Trustee:
	 	 	 
	 	 	State Street Bank and Trust Company
	 	 	
        1 Iron Street

        Boston, Massachusetts 02210

	 	 	
        Attention: Structured Trust and Analytics

        Ref: Owl Rock CLO II, Ltd.

        Facsimile: (617) 937-4358

        Telephone: (617) 662-9839




 






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	 	(d)	If to the Rating Agency:
	 	 	 
	 	 	
        S&P Global Rating

        55 Water Street, 41st Floor

        New York, New York 10041

	 	 	Attention:  Structured Credit–CDO Surveillance
	 	 	 
	 	(e)	If to the Holders:
	 	 	At their respective addresses set forth on the Register.
	 	 	 


Any party may alter
the address, email address or telecopy number to which communications or copies are to be sent by giving notice of such change
of address in conformity with the provisions of this Section 18 for the giving of notice.


 


19.             
Binding Nature of Agreement; Successors and Assigns.


 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors
and assigns as provided herein. The Collateral Manager agrees that its obligations hereunder shall be enforceable, at the instance
of the Issuer, on behalf of the Issuer by the Trustee under the Indenture, as provided in the Indenture (subject to the rights
and defenses of the Collateral Manager and the provisions of Section 15 hereunder). The Collateral Manager agrees and consents
to the provisions contained in Article XV of the Indenture.


 


20.             
Entire Agreement; Amendments.


 


This Agreement contains
the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The parties hereto hereby acknowledge that any prior agreement concerning
the subject matter hereof has been terminated as of the date hereof and is of no further force or effect (except for provisions
in such agreement designated to survive termination). (For the avoidance of doubt, the parties acknowledge that this Agreement
does not govern the relationship of ORCA in its capacity as a Holder.) The express terms hereof control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms hereof.


 


This Agreement may
be amended by the parties thereto to (i) correct inconsistencies, typographical or other errors, defects or ambiguities or (ii)
conform the Collateral Management Agreement to the Offering Circular, the Collateral Administration Agreement or the Indenture
(as it may be amended from time to time in accordance with the terms thereof), in each case without the consent of the holders
of any Securities and without satisfaction of the S&P Rating Condition. The Collateral Manager will provide notice to the Rating
Agency of any such amendment.


 


Any other
amendment to this Agreement requires the consent of the parties hereto and the approval of a Majority of the Preferred
Shares, with at least ten (10) days’ prior written notice to the Trustee (who shall forward such notice to the
Controlling Class), the Fiscal Agent and the Rating Agency; provided that any such amendment to this Agreement that
would (i) modify the definition of the term Cause, (ii) modify the Base Management Fee, including any component of the Base
Management Fee, the method for calculating any component of the Base Management Fee or any definition used in any component
of the Base Management Fee or (iii) modify the Class or Classes or the percentage of the Aggregate Outstanding Amount of any
Class that has the right to remove the Collateral Manager, consent to any assignment of this Agreement or nominate or approve
any successor Collateral Manager shall, in each case, also require the approval of a Majority of the Controlling Class and
satisfaction of the S&P Rating Condition.


 






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21.             
Conflict with the Indenture.


 


In the event that this
Agreement requires any action to be taken with respect to any matter and the Indenture requires that a different action be taken
with respect to such matter, and such actions are mutually exclusive, the provisions of the Indenture in respect thereof shall
control.


 


22.             
Subordination; Limited Recourse; Non-Petition.


 


(a)              
The Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be
subordinated to the extent set forth in the Indenture, including Article XI thereof.


 


(b)              
Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are, from time to time and
at any time, limited recourse obligations of the Issuer, payable solely from the Assets and only to the extent of funds available
from time to time and in accordance with the Priority of Payments, and following exhaustion of the Assets, any claims of the Collateral
Manager hereunder shall be extinguished and shall not thereafter revive. The Collateral Manager further agrees (i) not to take
any action in respect of any claims hereunder against any officer, director, employee, shareholder, noteholder or administrator
of the Issuer and (ii) not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or
other amounts payable by the Issuer to the Collateral Manager under this Agreement until the payment in full of all Notes issued
under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period,
following such payment. Nothing in this Section 22 shall preclude, or be deemed to stop, the Collateral Manager (x) from
taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced
by the Issuer, or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager, or
(y) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceeding. The provisions of this Section 22 shall survive the termination of this
Agreement for any reason whatsoever.


 


23.             
Governing Law.


 


THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 






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24.             
Indulgences Not Waivers.


 


Neither the failure
nor any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


25.             
Costs and Expenses.


 


The reasonable costs
and expenses (including the fees and disbursements of counsel and accountants) incurred by the Collateral Manager in connection
with the negotiation and preparation of and the execution of this Agreement, and all matters incident thereto, shall be borne by
the Issuer and, unless paid on the Closing Date or shortly thereafter by ORCC or from the proceeds of the offering of the Securities
(to the extent permitted under the Indenture), shall be subject to the Priority of Payments.


 


26.             
Titles Not to Affect Interpretation.


 


The titles of paragraphs
and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are
they to be used in the construction or interpretation hereof.


 


27.             
Execution in Counterparts.


 


This Agreement may
be executed in any number of counterparts, which may be effectively delivered by facsimile or other electronic means or other written
form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and
all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.


 


28.             
Provisions Separable.


 


In case any provision
in this Agreement shall be invalid, illegal or unenforceable as written, such provision shall be construed in the manner most closely
resembling the apparent intent of the parties with respect to such provision so as to be valid, legal and enforceable; provided,
however, that if there is no basis for such a construction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability and, unless the ineffectiveness of such provision destroys the basis of the bargain
for one of the parties to this Agreement, the validity, legality and enforceability of the remaining provisions hereof or thereof
shall not in any way be affected or impaired thereby.


 






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29.             
Number and Gender.


 


Words used herein,
regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural,
and any other gender, masculine, feminine or neuter, as the context requires.


 


30.             
Jurisdiction and Venue.


 


The parties to this
Agreement irrevocably submit to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of
Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement, the Securities or the
Indenture, and the parties irrevocably agree that all claims in respect of such action or proceeding may be heard and determined
in such New York state or federal court. The parties to this Agreement irrevocably waive, to the fullest extent they may legally
do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties to this Agreement irrevocably
consent to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process
to it in accordance with Section 18. The parties agree that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


31.             
Rule 17g-5 Compliance.


 


The Collateral Manager
agrees that any notice, report, request for satisfaction of the Global Rating Condition or other information provided by the Collateral
Manager (or any of its respective representatives or advisors) to any Rating Agency hereunder or under the Indenture or the Collateral
Administration Agreement for the purposes of undertaking credit rating surveillance of the Secured Notes shall be provided, substantially
concurrently, by the Collateral Manager to the Information Agent for posting on a password-protected website in accordance with
the procedures set forth in Section 2A of the Collateral Administration Agreement and Section 14.16 of the Indenture.


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above.


 


	 	OWL ROCK CAPITAL ADVISORS LLC  
	 	 
	 	 
	 	By:	 
	 	 	Name
	 	 	Title:
	 	 
	 	 
	 	OWL ROCK CLO II, LTD.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: