Exhibit 10.2


 





SALE AND CONTRIBUTION AGREEMENT


 


between


 


OWL ROCK CAPITAL CORPORATION II


 


as Seller


 


and


 


ORCC II FINANCING II LLC


 


as Purchaser


 


Dated as of April 14, 2020


 




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Table
of Contents


 







Page


 


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



 






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Table
of Contents





(continued)







Page



 


	SECTION 7.5 Further Assurances	18
	SECTION 7.6 No Waiver; Cumulative Remedies	19
	SECTION 7.7 Counterparts	19
	SECTION 7.8 Non-Petition	19
	SECTION 7.9 Transfer of Seller’s Interest	19
	SECTION 7.10 Binding Effect; Third-Party Beneficiaries and Assignability	20
	SECTION 7.11 Merger and Integration	20
	SECTION 7.12 Headings	20



 



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This SALE AND CONTRIBUTION
AGREEMENT, dated as of April 14, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”),
between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation, as seller (in such capacity, the “Seller”),
and ORCC II FINANCING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).


 


WITNESSETH:


 


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


 


WHEREAS, it is the Seller’s
and the Purchaser’s intention that the conveyance of the Transferred Assets under each assignment agreement and this Agreement
is a “true sale” or a “true contribution” for all purposes, such that, upon payment of the purchase price
therefor or the making of a contribution, the Transferred Assets will constitute property of the Purchaser from and after the applicable
transfer date;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the
Purchaser and the Seller as follows:


 


Article
I



DEFINITIONS


 


Section
1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms defined). All capitalized terms used herein but not
defined herein shall have the respective meanings specified in, or incorporated by reference into, the Credit Agreement, dated
as of April 14, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”),
by and among the Purchaser, as borrower, the Lenders party thereto from time to time, Natixis, New York Branch, as administrative
agent (in such capacity, the “Administrative Agent”), State Street Bank and Trust Company, as collateral agent
(in such capacity, the “Collateral Agent”), collateral administrator and custodian (in such capacity, the “Custodian”),
and Cortland Capital Market Services LLC, as document custodian (in such capacity, the “Document Custodian”).


 


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


 


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


 






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“Conveyance
Date” means the date of a Conveyance, as specified in the applicable Purchase Notice or Repurchase/Substitution Notice.


 


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


 


“Indorsement”
has the meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.


 


“Loan Asset”
means each commercial loan identified on Schedule A hereto, and each commercial loan identified on any Purchase Notice.


 


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


 


“Purchase Notice”
has the meaning set forth in Section 2.1(a).


 


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


 


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


 


“Related Collateral”
means, with respect to any Loan Asset, the property identified in clauses (i)-(iii) below and all accounts, cash and currency,
chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles,
instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds
and other property consisting of, arising out of, or related to any of the following (in each case, excluding the Retained Interest
and Excluded Amounts):


 


		i.	all monies due, to become due or paid in respect of such Loan Asset, on and after the date hereof
(other than accrued and unpaid interest due with respect to the period prior to the date hereof), including but not limited to
all collections on such Loan Asset, and other recoveries thereon, in each case as they arise after the date hereof;



 


		ii.	all Related Property with respect to such Loan Asset; and



 


		iii.	all income and proceeds of the foregoing.



 


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


 






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


 


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


 


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


 


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


 


“Substitute
Loan Asset” has the meaning set forth in Section 2.2(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)          
reference to any gender includes each other gender;


 


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


 


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


 






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(v)          
references to “writing” include printing, typing, lithography, electronic or other means of reproducing words
in a visible form;


 


(vi)         
reference to any agreement (including any Loan Document or underlying instrument), document or instrument means such agreement,
document or instrument as amended, modified, supplemented, replaced, restated, waived or extended and in effect from time to time
in accordance with the terms thereof and, if applicable, the terms of the other Loan Documents, and reference to any promissory
note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor;


 


(vii)        
reference to any requirement of law means such requirement of law as amended, modified, codified, replaced or reenacted,
in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any
Section or other provision of any requirement of law means that provision of such requirement of law from time to time in effect
and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision;
and


 


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


 


Section
1.5 References.


 


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


 


Article
II



CONVEYANCES OF TRANSFERRED ASSETS


 


Section
2.1 Conveyances.


 


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


 






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(b)        It is the express intent of the Seller and the Purchaser that each Conveyance of Transferred Assets by the Seller to the
Purchaser pursuant to this Agreement be construed as an absolute sale and/or contribution of such Transferred Assets by the Seller
to the Purchaser providing Purchaser with the full risks and benefits of ownership of the Transferred Assets. Further, it is not
the intention of the Seller and the Purchaser that any Conveyance be deemed a grant of a security interest in the Transferred Assets
by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding
the intent of the parties expressed herein, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions,
then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and other
applicable law and (ii) the Conveyances by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby
grants to the Purchaser, a first priority security interest (subject only to Permitted Liens) in, to and under all of the Seller’s
right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of
the foregoing to secure an obligation of the Seller to pay over and transfer to the Purchaser any and all distributions received
by the Seller (other than Excluded Amounts) in relation to the Transferred Assets from time to time, whether in cash or in kind,
so that the Purchaser will receive all distributions under, proceeds of and benefits of ownership of the Transferred Assets and
to secure all other obligations of the Seller hereunder. If the Conveyances hereunder shall be characterized as loans and not as
sales and/or contributions, the Purchaser and its assignees (including the Collateral Agent for the benefit of the Secured Parties)
shall have, with respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies
available to the Purchaser and its assignees (including the Collateral Agent for the benefit of the Secured Parties) hereunder
and under the underlying instruments, all the rights and remedies of a secured party under any applicable UCC.


 


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


 


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


 






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(e)         The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents
and take all actions as may be reasonably necessary or as the Purchaser or the Administrative Agent may request, in order to perfect
or protect the interest of the Purchaser in the Transferred Assets Conveyed hereunder or to enable the Purchaser or its assignees
(including the Collateral Agent for the benefit of the Secured Parties) to exercise or enforce any of its rights hereunder. Without
limiting the foregoing, the Seller will, in order to accurately reflect the Conveyances contemplated by this Agreement, execute
and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto)
or other documents or instruments as may be requested by the Purchaser or the Administrative Agent and mark its records noting
the Conveyance to the Purchaser of the Transferred Assets. The Seller hereby authorizes the Purchaser or the Administrative Agent
to file and, to the fullest extent permitted by applicable law the Purchaser or the Administrative Agent shall be permitted to
sign (if necessary) and file, initial financing statements, continuation statements and amendments thereto and assignments thereof
without further acts of the Seller; provided that the description of collateral contained in such financing statements shall
be limited to only Transferred Assets. Carbon, photographic or other reproduction of this Agreement or any financing statement
shall be sufficient as a financing statement.


 


(f)           
Each of the Seller and the Purchaser agree that prior to the time of Conveyance of any Loan Asset hereunder, the Purchaser
has no rights to or claim of benefit from any Loan Asset (or any interest therein) owned by the Seller.


 


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


 


Section
2.2 Repurchase or Substitution of Loan Assets.


 


(a)          
The Seller may (in accordance with and subject to the requirements of the Credit Agreement) from time to time, in its sole
discretion, either (i) repurchase a Loan Asset (each, a “Repurchase”) or (ii) substitute for such Loan
Asset a Collateral Loan (each, a “Substitution” and such Collateral Loan, a “Substitute Loan Asset”),
in each case in accordance with and subject to the requirements of Section 10.1(a)(vii) of the Credit Agreement.


 






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


 


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


 


Section
2.4 Actions Pending Completion of Conveyance.


 


(a)          
Pending the receipt of any required consents to, and the effectiveness of, the sale of any Loan Assets from the Seller to
the Purchaser on the date hereof in accordance with the applicable underlying instrument, the Seller hereby sells to the Purchaser
a 100% participation in such Loan Asset and its related right, title and interest (each, a “Participation”).
The Participations will not include any rights that are not permitted to be participated pursuant to the terms of the underlying
instruments. Such sale of the Participations shall be without recourse to the Seller (including with regard to collectability),
except as otherwise expressly provided in the representations and warranties set forth in Article IV, and shall constitute
an absolute sale of each such Participation. Each of the Participations has the following characteristics:


 


(i)           
the Participation represents an undivided participating interest in 100% of the underlying Loan Asset and its proceeds (including
the Proceeds);


 


(ii)          
the Seller does not provide any guaranty of payments to the Purchaser or other form of recourse (except as otherwise expressly
provided in the representations and warranties set forth in Article IV) or credit support;


 






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(iii)          
the Participation represents a pass through of all of the payments made on the Loan Asset (including the Proceeds) and will
last for the same length of time as such Loan Asset except that each Participation will terminate automatically upon the settlement
of the assignment of the underlying right, title and interest of the related Loan Asset from the Seller to the Purchaser; and


 


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


 


(b)         
Each party hereto shall use commercially reasonable efforts to, as soon as reasonably practicable after the Conveyance Date
cause the Purchaser to become a lender under the underlying instrument with respect to the Seller’s interest in each Transferred
Asset and take such action as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions
of the underlying instrument and consistent with the terms of this Agreement.


 


(c)         
Pending completion of the assignment of the Seller’s interest in each Transferred Asset in accordance with the applicable
underlying instruments, the Seller shall comply with any written instructions provided to the Seller by or on behalf of the Purchaser
with respect to voting rights to be exercised by holders of such Transferred Assets and shall refrain from taking any action with
respect to the participated Loan Assets other than as instructed by the Purchaser, other than with respect to any voting rights
that are not permitted to be participated pursuant to the terms of the applicable underlying instrument (and such restrictions,
requirements or prohibitions are hereby incorporated by reference as if set forth herein).


 


Section
2.5 Indemnification.


 


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


 






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(b)          
If the Seller has made any payment pursuant to this Section 2.5 and the recipient thereof later collects any payments
from others (including insurance companies) in respect of such amounts or is found in a final and nonappealable judgment by a court
of competent jurisdiction not to be entitled to such indemnification, then the recipient agrees that it shall promptly repay to
the Seller such amounts collected.


 


(c)          
Any Indemnified Amounts shall be paid by the Seller to the Administrative Agent, for the benefit of the applicable Indemnified
Party, within two (2) Business Days following receipt by the Seller of the Administrative Agent’s written demand therefor (and
the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative
Agent of such amounts).


 


(d)          
The obligations of the Seller under this Section 2.5 shall survive the resignation or removal of the Administrative
Agent, the Lenders, the Collateral Agent, the Collateral Administrator, the Custodian or the Document Custodian, the invalidity
or unenforceability of any term or provision of this Agreement or any other Loan Document, any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, any Lender, the Purchaser, the Collateral Administrator, the Custodian or the
Document Custodian and the termination of this Agreement.


 


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


 


Article
III



CONSIDERATION AND PAYMENT; REPORTING


 


Section
3.1 Purchase Price, Substitution Value and Repurchase Price.


 


(a)          
The purchase price (the “Purchase Price”) for each Loan Asset Conveyed on each Conveyance Date shall
be a dollar amount equal to the Market Value of such Loan Asset Conveyed as of such date.


 






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(b)          
The substitution value (the “Substitution Value”) for each Substitute Loan Asset Conveyed from the Seller
to the Purchaser on each Conveyance Date shall be a dollar amount equal to the Market Value of such Substitute Loan Asset Conveyed
as of such date.


 


(c)          
The purchase price for each Repurchase (the “Repurchase Price”) shall be a dollar amount equal to the
greater of the Market Value and the Purchase Price of such Loan Asset paid by the Purchaser, less all Principal Proceeds
received in respect of such Loan Asset from the original Conveyance Date to the Repurchase Conveyance Date plus any such
Principal Proceeds that the Purchaser shall have been required to repay to the Obligor with respect to such Loan Asset.


 


Section
3.2 Payment of Purchase Price.


 


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


 


(b)          
The Repurchase Price for the Loan Assets Conveyed from the Purchaser to the Seller in a Repurchase shall be paid on the
related Conveyance Date (i) by payment in cash in immediately available funds and/or (ii) to the extent not paid in cash, in the
form of a Substitution by the Seller to the Purchaser of a Substitute Loan Asset with a Substitution Value greater than or equal
to the portion of the Repurchase Price not paid in cash. The applicable Repurchase/Substitution Notice shall specify the portions
of the Repurchase Price to be paid in cash and as a Substitution. To the extent that the Substitution Value of a Substitute Loan
Asset exceeds the Repurchase Price of the related Loan Assets, the Purchaser shall pay a cash purchase price to the Seller equal
to the amount of such excess unless the Seller elects in its sole discretion to designate such excess as a Contribution.


 


Article
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.1 Seller’s Representations and Warranties. The Seller represents and warrants to the Purchaser as of the
Closing Date and as of each Conveyance Date:


 


(a)          
Existence, Qualification and Power. The Seller (i) is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, (ii) has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party
and to carry out the transactions contemplated thereby, and (iii) is qualified to do business and in good standing in every jurisdiction
where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the
failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.


 






    -10-


     


    

 


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


 


(c)          
Governmental Authorization; Other Consents. The execution, delivery and performance by the Seller and the consummation
of the transactions contemplated by this Agreement do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral
to be made by the Seller as of the Closing Date.


 


(d)          
No Adverse Proceeding; Title. There is no litigation, proceeding or investigation pending or threatened against the
Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Loan Document to which the
Seller is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other
Loan Document to which the Seller is a party or (iii) seeking any determination or ruling that would reasonably be expected to
have a Material Adverse Effect. The Seller is not (a) in violation of any applicable laws that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect or (b) subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


(e)          
Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets Conveyed to
the Purchaser on the applicable Conveyance Date, which Transferred Assets were originated without any fraud or misrepresentation
by the Seller or, to the best of the Seller’s knowledge, on the part of the applicable Obligor, and free and clear of any
Lien (other than the Liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate Liens
arising by operation of law, Permitted Liens or any Lien that will be released prior to or contemporaneously with the applicable
Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any
financing statements in favor of the Purchaser and the Collateral Agent for the benefit of the Secured Parties pursuant to the
Loan Documents, Permitted Liens or any Lien that will be released prior to or contemporaneously with the applicable Conveyance.


 






    -11-


     


    

 


(f)           
Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder
shall be characterized as loans and not as sales and/or contributions, then:


 


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


 


(ii)          
the Transferred Assets are comprised of interests in instruments, security entitlements, general intangibles, accounts,
certificated securities, uncertificated securities, securities accounts, deposit accounts, supporting obligations, insurance, investment
property and proceeds (each as defined in the UCC) and such other categories of collateral under the UCC as to which the Seller
has complied with its obligations as set forth herein;


 


(iii)         
the Seller has received all consents and approvals required by the terms of any Loan Asset to the sale and granting of a
security interest in the Loan Assets hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured
Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion
of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect
in Maryland;


 


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


 


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


 






    -12-


     


    

 


(g)          
Fair Consideration; No Avoidance for Loan Asset Payments. With respect to each Transferred Asset sold or contributed
hereunder, the Seller sold or contributed such Transferred Asset to the Purchaser in exchange for payment, made in accordance with
the provisions of this Agreement, in an amount which constitutes fair consideration and reasonably equivalent value. Each such
Conveyance referred to in the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Seller
to the Purchaser and, accordingly, no such sale is or may be voidable or subject to avoidance under the Bankruptcy Code and the
rules and regulations thereunder.


 


(h)          
Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will
be, solvent and it is not entering into this Agreement or any other Loan Document or consummating any transaction contemplated
hereby or thereby with any intent to hinder, delay or defraud any of its creditors.


 


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


 


(j)        
True and Complete Information. No report, financial statement, certificate or other information (other than projections,
forward-looking information, general economic data, industry information or information relating to third parties) furnished in
writing by the Seller to the Purchaser in connection with the transactions contemplated hereby or delivered hereunder (in each
case, as modified or supplemented by other information so furnished) contains as of their date any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, when taken as a whole in the light of the circumstances
under which they were made, not misleading in any material respect, in each case as of the date so furnished (or, in the case of
certificates, notices, reports, financial statements or similar information or records, the stated date thereof); provided
that solely with respect to written or electronic information furnished by the Seller which was provided to the Seller from a third
party, such information need only be true and correct in all material respects to the knowledge of the Seller.


 


(k)          
Transferred Assets. The information contained in Schedule A is true, correct and complete in all material
respects as of each such Conveyance Date.


 


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


 


(m)        
Notice to Agents and Obligors. The Seller will direct any agent, administrative agent or obligor for any Loan Asset
included in the Transferred Assets to remit all payments and collections with respect to such Loan Asset directly to the subaccounts
of the Collections Account titled “Interest Collection Account” or “Principal Collection Account” as applicable.


 






    -13-


     


    

 


(n)          
Proceeds. The Seller acknowledges that all Collections received by it or its Affiliates with respect to the Transferred
Assets (other than Excluded Amounts) (the “Proceeds”) Conveyed to the Purchaser are held and shall be held
in trust for the benefit of the Purchaser and its assignees until deposited into the Interest Collection Subaccount or the Principal
Collection Subaccount. The Seller shall promptly, but in no event later than two (2) Business Days, remit to the Purchaser or the
Purchaser’s designee any payment or any other sums relating to, or otherwise payable on account of, the Transferred Assets
(other than Excluded Amounts) that the Seller receives after the applicable Conveyance Date.


 


(o)          
Collateral Loan. As of the applicable Conveyance Date, each Loan Asset is a Collateral Loan; provided that
no such representation is made (i) with respect to clauses (a)(ii), (a)(iv) or (u) of the definition of “Collateral Loan”
or (ii) regarding the knowledge of any Person other than the Seller.


 


Section
4.2 Reaffirmation of Representations and Warranties by the Seller; Notice of Breach. On the Closing Date and on each
Conveyance Date, the Seller, by accepting the proceeds of the related Conveyance, shall be deemed to have certified that all representations
and warranties described in Section 4.1 are true and correct in all material respects on and as of such day as though made
on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties
set forth in Section 4.1 shall survive (i) the Conveyance of the Transferred Assets to the Purchaser, (ii) the termination
of the rights and obligations of the Purchaser and the Seller under this Agreement and (iii) the termination of the rights and
obligations of the Purchaser under the Credit Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller
of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall
give prompt written notice to the other and to the Administrative Agent.


 


Article
V



COVENANTS OF THE SELLER


 


Section
5.1 Covenants of the Seller. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof
until the termination of this Agreement, unless the Purchaser otherwise consents in writing:


 


(a)          
Deposit of Collections. The Seller shall transfer, or cause to be transferred, all Collections (if any) it receives
in respect of the Loan Assets (other than Excluded Amounts) to the Interest Collection Subaccount or the Principal Collection Subaccount
by the close of business on the second Business Day following the date such Collections are received by the Seller.


 


(b)          
Books and Records. The Seller shall maintain proper books of record and account of the transactions contemplated
hereby, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions
contemplated hereunder.


 






    -14-


     


    

 


(c)          
Accounting of Purchases. Other than for consolidated accounting purposes, the Seller will not account for or treat
the transactions contemplated hereby in any manner other than as a sale or contribution of the Transferred Assets by the Seller
to the Purchaser; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded
entity” and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized.


 


(d)          
Liens. The Seller shall not create, incur, assume or permit to exist any Lien on or with respect to any of its rights
under any of the Loan Documents or on or with respect to any of its rights in the Transferred Assets (other than the Liens in favor
of the Purchaser and the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents, Permitted Liens
and any Lien that will be released prior to or contemporaneously with the applicable Conveyance). For the avoidance of doubt, this
Section 5.1(d) shall not apply to any property retained by the Seller and not Conveyed or purported to be Conveyed hereunder.


 


(e)          
Change of Name, Etc. The Seller shall not change its name, or name under which it does business, in any manner that
would make any financing statement or continuation statement filed by the Seller or Purchaser pursuant hereto (or by the Administrative
Agent on behalf of the Seller or Purchaser) or change its jurisdiction of organization, unless the Seller shall have given the
Purchaser and the Administrative Agent at least 30 days prior written notice thereof, and shall promptly file appropriate amendments
to all previously filed financing statements and continuation statements and, in the case of a change in jurisdiction, new financing
statements. The Seller shall do or cause to be done, all things necessary to preserve and keep in full force and effect its existence,
its material rights and its material privileges, obligations, licenses and franchises for so long as any Participations remain
outstanding pursuant to Section 2.4.


 


(f)           
Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated
by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute
assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to
be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for
accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred
Assets have been sold or contributed to the Purchaser.


 


(g)          
Expenses. The Seller shall pay its operating expenses and liabilities from its own assets.


 


(h)          
Commingling. The Seller shall not, and shall not permit any of its Affiliates to, deposit or permit the deposit of
any funds that do not constitute Collections of any Loan Asset into the Interest Collection Subaccount or the Principal Collection
Subaccount.


 


(i)            SPE
Covenant. The Seller shall not take any action that would cause a violation of Section 5.18 of the Credit Agreement by the
Purchaser.


 






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(j)            Delivery
of Documents. With respect to each Loan Asset Conveyed to the Purchaser hereunder, the Seller shall deliver to or at the direction
of the Purchaser all documents that the Purchaser, as borrower, is required to deliver with respect to such Loan Asset pursuant
to Section 3.2(a) of the Credit Agreement, as applicable, not later than the Purchaser is obligated to deliver such documents pursuant
to such sections.


 


Section
5.2 Covenant of the Purchaser. The Purchaser hereby covenants and agrees with the Seller that, from the date hereof
until the termination of this Agreement, unless the Seller otherwise consents in writing, the Purchaser shall comply with Section
9(c) of the Purchaser’s Amended and Restated Limited Liability Company Agreement dated as of April 14, 2020.


 


Article
VI



CONDITIONS PRECEDENT


 


Section
6.1 Conditions Precedent. The obligations of the Purchaser to pay the Purchase Price for the Transferred Assets sold
on the Closing Date and any other Conveyance Date shall be subject to the satisfaction of the following conditions:


 


(a)          
All representations and warranties of the Seller contained in this Agreement shall be (I) to the extent already qualified
with respect to “material” matters or “Material Adverse Effect,” shall be true and correct on and as of
such date and (II) to the extent not already qualified with respect to “material” matters or “Material Adverse
Effect”, shall be true and correct in all material respects on and as of such date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct (in all material respects or
as so qualified, as applicable) as of such earlier date;


 


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


 


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


 


Article
VII



MISCELLANEOUS PROVISIONS


 


Section
7.1 Amendments, Etc. This Agreement and the rights and obligations of the parties hereunder may not be amended, supplemented,
waived or otherwise modified except in an instrument in writing signed by the Purchaser and the Seller and consented to in writing
by the Administrative Agent. Any reconveyance executed in accordance with the provisions hereof shall not be considered an amendment
or modification to this Agreement.


 






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Section
7.2 Governing Law: Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)          
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR
TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.


 


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


 






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


 


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


 


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


 


(b)          
in the case of the Seller, as provided under the Corporate Services Agreement;


 


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


 


All such notices and correspondence shall
be deemed given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) if sent
by overnight delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused and
(c) if sent by e-mail, when received.


 


Section
7.4 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable
from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement.


 


Section
7.5 Further Assurances. The Purchaser and the Seller each agree that at any time and from time to time, at its expense
and upon reasonable request of the Administrative Agent, it shall promptly execute and deliver all further instruments and documents,
and take all reasonable further action, that is necessary or desirable to perfect and protect the Conveyances and security interests
granted or purported to be granted by this Agreement or to enable the Administrative Agent or any of the Secured Parties to exercise
and enforce its rights and remedies under this Agreement with respect to any Transferred Assets.


 






    -18-


     


    

 


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


 


Section
7.7 Counterparts. This Agreement may be executed in two or more counterparts including telecopy transmission thereof
(and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail in
portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. The parties
agree that this Agreement may be electronically signed and that such electronic signatures appearing on the Agreement are the same
as handwritten signatures for purposes of validity, enforceability and admissibility.


 


Section
7.8 Non-Petition. The Seller covenants and agrees that, prior to the date that is one year (or, if longer, any applicable
preference period) and one day after the payment in full of all Obligations (other than contingent reimbursement and indemnification
obligations which are unknown, unmatured and for which no claim has been made), no party hereto shall institute against, or join
any other Person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceedings under any federal, state or foreign bankruptcy or similar law. This Section 7.8 shall survive termination
of the Agreement


 


Section
7.9 Transfer of Seller’s Interest. With respect to each transfer of a Transferred Asset on any Conveyance Date,
(i) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and
obligations of a lender thereunder, and (ii) the Seller shall, to the extent provided in this Agreement, and the applicable underlying
instruments, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on
the Transferred Asset were or will be notified of the transfer of the Transferred Asset to the Purchaser to the extent required
under the applicable underlying instruments. The Document Custodian will have possession of the related underlying instrument (including
the underlying promissory notes, if any).


 






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Section
7.10 Binding Effect; Third-Party Beneficiaries and Assignability. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and permitted assigns. The Collateral Agent, for the benefit
of the Secured Parties, and the Administrative Agent are each intended by the parties hereto to be an express third-party beneficiary
of this Agreement. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Purchaser
or the Seller without the prior written consent of the Administrative Agent.


 


Section
7.11 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the other Loan Documents
set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written
or oral, are superseded by this Agreement and the other Loan Documents.


 


Section
7.12 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning
or interpretation of any provision hereof.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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





	 	 	 
	 	OWL ROCK CAPITAL CORPORATION II,
	 	 	as Seller
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






	 	 	 
	 	ORCC
II FINANCING II LLC,
	 	 	as Purchaser
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  





[Signature Page to Sale and Contribution
Agreement]


 




     


     


    


 


Schedule A


 


SCHEDULE
OF LOAN ASSETS


 


[see attached]


 




     


     


    


 


Schedule B


 


FORM
OF PURCHASE NOTICE


 


[Date]


 


		To:	Natixis, New York Branch, as Administrative Agent



1251 Avenue of the Americas


New York, New York 10020


Attention: Evelyn Clarke


Telephone No.: (212) 891-5879


Email: scsgnotices@us.natixis.com


 


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



 


Ladies and Gentlemen:


 


This Purchase Notice
is delivered to you pursuant to Section 2.1(a) of the Sale and Contribution Agreement, dated as of April 14, 2020 (together
with all amendments, if any, from time to time made thereto, the “Sale Agreement”), between ORCC II Financing
II LLC, as purchaser (the “Purchaser”), and Owl Rock Capital Corporation II, as seller (the “Seller”).
Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings provided in
the Sale Agreement.


 


In accordance with Section
2.1(a) of the Sale Agreement, effective as of the Conveyance Date, the Seller hereby Conveys to the Purchaser [as a sale for
cash for a Purchase Price of $           ] [and] [as a Contribution in the amount of $                   ] on the above-referenced Conveyance
Date pursuant to the terms and conditions of the Sale Agreement the Loan Assets listed on Schedule A hereto, together with all
Related Collateral and proceeds of the foregoing.


 


Please wire the cash
portion of the Purchase Price to the Seller pursuant to the wiring instructions included in Attachment 1 of this letter.


 


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


 


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


 




     


     


    


 


The Seller has caused
this Purchase Notice to be executed and delivered, and the certification and warranties contained herein to be made, by its duly
authorized officer as of the date first written above.





	 	 	 
	 	Very truly yours,
	 	 
	 	OWL ROCK CAPITAL CORPORATION II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Accepted and Agreed


 


ORCC II FINANCING II LLC


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    


 


Attachment 1


 


Wire Instructions


Bank:


ABA:


Name:


Number:


 


For further credit to account:


 




     


     


    


 


Schedule A


 


SCHEDULE
OF LOAN ASSETS


 


[see attached]


 




     


     


    


 


Schedule C


 


FORM
OF REPURCHASE/SUBSTITUTION NOTICE


 


[Date]


 


		To:	Natixis, New York Branch, as Administrative Agent






1251 Avenue of the Americas


New York, New York 10020


Attention: Evelyn Clarke


Telephone No.: (212) 891-5879


Email: scsgnotices@us.natixis.com


 


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



 


Ladies and Gentlemen:


 


This Repurchase/Substitution
Notice is delivered to you pursuant to Section 2.2(b) of the Sale and Contribution Agreement, dated as of April 14, 2020
(together with all amendments, if any, from time to time made thereto, the “Sale Agreement”), between ORCC II
Financing II LLC, as purchaser (the “Purchaser”), and Owl Rock Capital Corporation II, as seller (the “Seller”).
Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings provided in
the Sale Agreement.


 


[On the above-referenced
Conveyance Date, in accordance with Section 2.2 of the Sale Agreement (and pursuant to the terms and conditions thereof),
the Purchaser hereby Conveys to the Seller as a Repurchase for cash, the Loan Asset(s) listed on Schedule A hereto, together with
all Related Collateral and proceeds of the foregoing, for a Repurchase Price of $______.]


 


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


 


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



 


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



 


		3.	[a Contribution of $______].]



 


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


 






     


     


    

 


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


 




     


     


    


The Seller has caused
this Repurchase/Substitution Notice to be executed and delivered, and the certification and warranties contained herein to be made,
by its duly authorized officer as of the date first written above.





	 	 	 
	 	Very truly yours,
	 	 
	 	OWL ROCK CAPITAL CORPORATION II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Accepted and Agreed


 


ORCC II FINANCING II LLC


  





	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    


 


Attachment 1


 


Wire Instructions


Bank:


ABA:


Name:


Number:


 


For further credit to account:


 




     


     


    


Schedule A


 


SCHEDULE
OF LOAN ASSETS


 


[see attached]