This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 4, 2024 (the “First Refinancing Date”) to the Indenture and Security Agreement dated as of May 28, 2019 (as amended by the First Supplemental Indenture dated as of...

Exhibit 10.1

EXECUTION VERSION

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 4, 2024 (the “First Refinancing Date”) to the Indenture and Security Agreement dated as of May 28, 2019 (as amended by the First Supplemental Indenture dated as of June 28, 2023 and as may be further, amended, restated or supplemented from time to time, the “Indenture”) is entered into by and among OWL ROCK CLO I, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as collateral trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

WITNESSETH:

WHEREAS, pursuant to Section 8.3(g) of the Indenture, in connection with a Refinancing of all Classes of Secured Debt, the Issuer and the Collateral Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing;

WHEREAS, the Issuer wishes to amend the Indenture as set forth in this Supplemental Indenture to (i) effect a Refinancing of the Secured Debt (the “Redeemed Debt”) through the issuance of the Class A-NR Notes, the Class A-FR Notes, the Class B-R Notes and the Class C Notes (the “First Refinancing Notes”), (ii) the incurrence of the Class A-LR Loans pursuant to the Amended and Restated Credit Agreement (the “Class A-LR Loans” and, together with the First Refinancing Notes, the “First Refinancing Debt”), (iii) redeem 85,306 Preferred Shares (the “Preferred Shares Partial Redemption”) on the same date as this Supplemental Indenture and (iv) make the further changes as indicated in Appendix A;

WHEREAS, 100% of the Holders of the Preferred Shares have consented to, and each purchaser of First Refinancing Debt will be deemed to have consented to, the terms of this Supplemental Indenture (including the Preferred Shares Partial Redemption), the Amended and Restated Collateral Management Agreement and the Amended and Restated Fiscal Agency Agreement; and

WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Article VIII and Article IX of the Indenture have been satisfied.

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

Section 1.    Amendments to the Indenture.

(a)    The (i) issuance or incurrence date, as applicable, of the First Refinancing Debt and (ii) the redemption date of (x) the Redeemed Debt and (y) 85,306 Preferred Shares, in each case, shall be on the First Refinancing Date. The First Refinancing Debt shall be issued or incurred in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof.

(b)    As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the Indenture attached as Appendix A hereto.

(c)    The Exhibits to the Indenture are amended and restated, as reasonably acceptable to the Issuer, the Collateral Manager and the Collateral Trustee in order to make such forms consistent with the terms of the First Refinancing Debt and the Indenture, as amended pursuant to clause (b) above (and the Issuer shall provide, or cause to be provided, to the Collateral Trustee a copy of such amended Exhibits).

(d)    Notwithstanding anything in the Indenture, the Issuer hereby directs the Collateral Trustee (i) to deposit in the Collection Account and transfer to the Payment Account the proceeds of the First Refinancing Debt and any other available funds available for distribution on the First Refinancing Date in an amount necessary to pay the Redemption Prices of the Redeemed Debt and 85,306 Preferred Shares redeemed in the Preferred Shares Partial Redemption and, in each case, any related expenses and other amounts referred to in Section 9.2(e) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Article IX of the Indenture, and (ii) to apply the remaining proceeds of the First Refinancing Debt, received on the First Refinancing Date, if any, and amounts in the Collection Account as set forth in the below described final flow of funds. Notwithstanding the foregoing, the Collateral Trustee shall apply any amounts on deposit in any of the Accounts as indicated in the final flow of funds to be provided by the Collateral Manager to the Collateral Trustee on or prior to the First Refinancing Date.

(e)    The First Refinancing Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Issuer and delivered to the Collateral Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Collateral Trustee upon Issuer Order and upon receipt by the Collateral Trustee of the following:

(i)    Rating Letters. An Officer’s Certificate of the Issuer to the effect that the Issuer has received a letter from S&P confirming that such Rating Agency’s rating of the applicable First Refinancing Debt is as set forth in the Indenture (as amended by this Supplemental Indenture).

(ii)    Governmental Approvals. From the Issuer either (A) a certificate of the Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any

governmental body is required for the performance by the Issuer of its obligations under the Transaction Documents or (B) an Opinion of Counsel of the Issuer that no such authorization, approval or consent of any governmental body is required for the performance by the Issuer of its obligations under the Transaction Documents except as has been given.

(iii)    Legal Opinions. Opinions of (A) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Issuer, (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Collateral Manager and the Retention Holder; (C) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, Cayman Islands counsel to the Cayman Issuer; (D) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Issuer, (E) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Trustee and (F) Eversheds ▇▇▇▇▇▇▇▇▇▇ LLP, Maryland counsel to the Retention Holder.

(iv)    Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s Certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of the Transaction Documents to which it is a party and related transaction documents and the execution, authentication and delivery, as applicable, of the First Refinancing Debt, (B) specifying the Stated Maturity, principal amount and Interest Rate of each Class of First Refinancing Debt to be authenticated and delivered, as applicable, and (C) certifying that (1) the attached copy of the Resolutions are a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the First Refinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(v)    Officers’ Certificate of Issuer Regarding this Supplemental Indenture. An Officer’s certificate of the Issuer stating that, to the best of the signing Officer’s knowledge, the Issuer is not in default under the Indenture and that the issuance of the First Refinancing Debt applied for by it and the Preferred Shares Partial Redemption will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Organizational Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided herein relating to the authentication and delivery, as applicable, of the First Refinancing Debt and the Preferred Shares Partial Redemption have been complied with; and that all expenses due or accrued with respect to the offering of such First Refinancing Debt, Preferred Shares Partial Redemption or relating to actions taken on or in connection with the First Refinancing Date have been paid or reserves therefor have been made. The Officer’s certificates of the Issuer shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer representations and warranties contained herein are true and correct as of the First Refinancing Date.

(vi)    Collateral Manager Certificate. An Officer’s certificate of the Collateral Manager consenting to this Supplemental Indenture, the Amended and Restated Collateral Management Agreement and the Amended and Restated Fiscal Agency Agreement.

(vii)    Consents. Consents from each Holder of the Preferred Shares consenting to this Supplemental Indenture, the Amended and Restated Collateral Management Agreement and the Amended and Restated Fiscal Agency Agreement.

Section 2.    Consent of Holders.

Each Holder or beneficial owner of First Refinancing Debt, by its acquisition thereof on the First Refinancing Date, shall be deemed to agree to the terms of the Indenture, as supplemented by this Supplemental Indenture (including the Preferred Shares Partial Redemption) and the execution by the Issuer and the Collateral Trustee hereof.

In accordance with Section 9.2 of the Indenture, the Collateral Manager and the Trustee, by their signatures herein, evidence their consent to accept a shorter time period for receipt of the written directions of a Majority of the Preferred Shares than the minimum 30 days otherwise required under Section 9.2 with respect to the Refinancing.

Section 3.    Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL INDENTURE AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THE SUPPLEMENTAL INDENTURE WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

Section 4.    Execution in Counterparts.

This Supplemental Indenture (and each amendment, modification and waiver in respect of it) and the First Refinancing Debt may be executed and delivered in counterparts (including by electronic transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument. Counterparts may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden or expense to the Collateral Trustee) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. Delivery of an executed counterpart signature page of this Supplemental Indenture by e-mail (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 5.    Indenture to Remain in Effect.

Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon issuance or incurrence of the First Refinancing Debt, authentication of the First Refinancing Notes and redemption in full of the Redeemed Debt, all references in the Indenture to any Class of Redeemed Debt shall apply mutatis mutandis to the corresponding Class of the First Refinancing Debt. All references in the Indenture to the Indenture or to “this Indenture” shall apply mutatis mutandis to the Indenture as modified by this Supplemental Indenture. The Collateral Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture.

Section 6.    Concerning the Collateral Trustee.

The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer, and the Collateral Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, the Collateral Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Collateral Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Collateral Trustee.

Section 7.    No Other Changes.

Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto.

Section 8.    Execution, Delivery and Validity.

The Issuer represents and warrants to the Collateral Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 9.    Amended and Restated Indenture.

This Supplemental Indenture may be incorporated into an amended and restated Indenture.

Section 10.    Binding Effect.

This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 11.    Direction to the Collateral Trustee.

The Issuer hereby directs the Collateral Trustee to execute this Supplemental Indenture, the Amended and Restated Securities Account Control Agreement, and the Amended and Restated Credit Agreement and acknowledges and agrees that the Collateral Trustee will be fully protected in relying upon the foregoing direction.

Section 12.    Limited Recourse; Non-Petition.

The parties hereto agree to the provisions set forth in Sections 2.8(i), 5.4(e) and 13.1(b) of the Indenture, and such provisions are incorporated in this Supplemental Indenture, mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above.

Appendix A

Conformed through Second Supplemental Indenture, dated January 4, 2024

Conformed to Supplemental Indenture dated June 28, 2023

INDENTURE AND SECURITY AGREEMENT

by and amongbetween

OWL ROCK CLO I, ▇▇▇.▇▇▇,

as Issuer

OWL ROCK CLO I, LLC

Co-Issuer

and

STATE STREET BANK AND TRUST COMPANY,

as Collateral Trustee

Dated as of May 28, 2019

TABLE OF CONTENTS

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INDENTURE AND SECURITY AGREEMENT

This INDENTURE AND SECURITY AGREEMENT, dated as of May 28, 2019, by and among OWL ROCK CLO I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Issuer”),between OWL ROCK CLO I, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Co-Issuer” and together with the “Issuer, the “Issuers”)”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as collateral trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the ““Collateral Trustee””).

PRELIMINARY STATEMENT

The Issuers areIssuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided herein. The Issuers are and to incur the Class A-LR Loans as provided herein and in the Credit Agreement. The Issuer is entering into this Indenture, and the Collateral Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the IssuersIssuer in accordance with the agreement’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the Secured Debt, the Collateral Manager, the Collateral Trustee, the Loan Agent, the Collateral Manager, and the Collateral Administrator and the Retention Holder (collectively, the ““ Secured Parties”” ), all of its right, title and interest in, to and under, in each case, whether now owned or existing on the Closing Date, or thereafter acquired or arising, (a) the Collateral Obligations (listedincluding , as of the ClosingFirst Refinancing Date, all Collateral Obligations listed in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date Participation Interests and all payments thereon or with respect thereto, and all Collateral Obligations acquired by the Issuer in the future and all payments thereon or with respect thereto (including, for the avoidance of doubt, through the Permitted Merger), (b) each of the Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts,therein, and all income from the investment of funds therein, (c) the Plan of Merger, the Collateral Management Agreement as set forth in Article XV hereof, the EU/UK Retention Undertaking Letter, the Securities Account Control Agreement, the Collateral Administration Agreement, the Credit Agreement, the Fiscal Agency Agreement and the Loan Sale AgreementAgreements , (d) all Cash or Money owned by the Issuer, (e) any Equity Securities received by the Issuer, (f) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments); and (h) all proceeds with respect to the foregoing (the assets referred to in (a) through (ih) are collectively referred to as the ““Assets”” ); provided that such grantsgrant

shall not include (a) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance and incurrence of the Secured Debt and Subordinated Securities, (b) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (c) the membership interests of the Co-Issuer, (d) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (a) and (b), together with any interest thereon and (e) the Preferred Shares Payment Account and any funds deposited in or creditcredited to such account (the ““Excluded Property””).

The above Grant is made in trust to secure the Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article XIII of this Indenture, the Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Debt and any other Secured Debt by reason of difference in time of issuance or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment of all amounts due on the Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated SecuritiesPreferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Credit Agreement, the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale AgreementAgreements and (iv) compliance with the provisions of this Indenture and the Credit Agreement, all as provided herein or the Credit Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such debt or investments satisfy the criteria set forth in the definitions of ““Collateral Obligation”” or ““Eligible Investments”,” as the case may be.

The Collateral Trustee acknowledges such ▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

ARTICLE I

DEFINITIONS

Definitions.Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word ““including”” shall mean ““including without limitation”.” All references herein to designated ““ Articles”, ““ “Sections”, ““ “sub-Sections””, “clause” and other subdivisions are to the designated articles, sections, sub-sections, “clause” and other subdivisions of this Indenture. The words ““ herein”, ““ “hereof”, ““ “hereunder”” and other words of similar import refer to this Indenture as a whole and not to any particular article, section, sub-Section or other subdivision. References to (i) the ““redemption”” of Secured Debt shall be understood to refer, in the case of the Class AA-LR Loans, to the repayment of the Class AA-LR Loans by the Co-IssuersIssuer and (ii) the ““issuance”” of Secured Debt or to the ““execution,” “”

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“authentication ”” and/or ““delivery”” of Secured Debt shall be understood to refer, in the case of Class AA-LR Loans, to the incurrence of Class AA-LR Loans by the Co-IssuersIssuer , in each case pursuant to the Credit Agreement.

““17g-5 Information”” : The meaning specified in Section 14.16(a).

““17g-5 Website””: A password-protected website which shall initially be located at ▇▇▇▇▇://▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Collateral Trustee, the Collateral Administrator, the Collateral Manager, the Placement Agent, the Co-Placement Agent, and the Rating Agency setting the date of change and new location of the 17g-5 Website.

““1940 Act””: The United States Investment Company Act of 1940, as amended from time to time.

“Accountants’ Effective Date Comparison AUP Report”: The meaning specified in Section 7.18(c).

“Accountants’ Effective Date Recalculation AUP Report”: The meaning specified in Section 7.18(c).

““Accountants’ Report””: A certificate of the firm or firms appointed by the Issuer pursuant to Section 10.9(a).

““Accounts””: (i) The Payment Account, (ii) the Collection Account, (iii) the Ramp-Up Account, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi) the Interest Reserve Account and (vii) the Custodial Account, each of which shall be comprised of a Securities Accountsecurities account, a related Deposit Account,deposit account and such subaccounts as the Collateral Trustee or the Custodian, as the case may be, shall determine.

“Account Control Agreement”: The Account Control Agreement dated as of the Closing Date, as amended and restated on the First Refinancing Date, among the Issuer, the Collateral Trustee and State Street, as securities intermediary and as depository bank.

“Accredited Investor”“Act”: The meaning set forth in Rule 501(a) under the Securities Actspecified in Section 14.2(a).

“Act” and “Act of Holders”: The meanings“Additional Long Dated Obligation”: The meaning specified in Section 14.27.20.

““Additional Debt””: AnyCollectively, any Additional Secured Debt and any additional Preferred Shares issued pursuant to Section  2.4the Fiscal Agency Agreement and the Limited Liability Company Agreement.

““Additional Debt Closing Date””: The closing date for the issuance or incurrence of any Additional Debt pursuant to Section 2.4.

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“Additional Secured Debt”: Any Secured Debt (including, Junior Mezzanine Secured Debt) issued or incurred pursuant to Section 2.4.

““Adjusted Class Break-even Default Rate””: The rate equal to (a) (i) the Class Break-even Default Rate multiplied by (ii) (x) the Target Initial Par Amount divided by (y) the Collateral Principal Amount plus the S&P Collateral Value of all Defaulted Obligations plus any decrease in the Aggregate Outstanding Amount of the Highest Ranking Class plus (b) (i) (x) the Collateral Principal Amount plus the S&P Collateral Value of all Defaulted Obligations plus any decrease in the Aggregate Outstanding Amount of the Highest Ranking Class minus (y) the Target Initial Par Amount, divided by (ii) (x) the Collateral Principal Amount plus the S&P Collateral Value of all Defaulted Obligations plus any decrease in the Aggregate Outstanding Amount of the Highest Ranking Class multiplied by (y) 1 minus the Weighted Average S&P Recovery Rate.

““Adjusted Collateral Principal Amount””: As of any date of determination, (a) the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations, Discount Obligations, Long Dated Obligations, Discount Obligations and any Closing Date Participation Interests), plus (b) without duplication, the amounts on deposit in ▇▇▇▇▇▇ Accounts (including Eligible Investments therein) representing Principal Proceeds, plus (c) the aggregate of the Defaulted Obligation Balances for each Defaulted Obligation and each Long Dated Obligation, plus (d) the aggregate of the purchase prices for each Discount Obligation, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof, for such Discount Obligation, plus (e) with respect to any Closing Date Participation Interest, on or prior to the first Payment DateMay 20, 2024, its Principal Balance, and anytime thereafter, its S&P Recovery Amount, minus (f) the Excess CCC Adjustment Amount; provided that, with respect to any Collateral Obligation that satisfies more than one of the definitions of Defaulted Obligation, Long Dated andObligation, Discount Obligation and Closing Date Participation Interest, or any asset that falls into the Excess CCC Adjustment Amount, such Collateral Obligation shall, for the purposes of this definition, be treated, in each case without duplication, as belonging to the category of Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any date of determination.

“Administration Agreement”: The Administration Agreement, dated the Closing Date, between the Issuer and the Administrator, providing for the administrative functions of the Issuer, as modified, amended, and supplemented and in effect from time to time.

““Administrative Expense Cap””: An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date after the First Refinancing Date, the period since the ClosingFirst Refinancing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the ClosingFirst Refinancing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and

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Section  11.1(a)(iiiiv)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the ClosingFirst Refinancing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

““Administrative Expenses””: The fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance with the Priority of Payments) and payable in the following order by the Issuer: first, to the Collateral Trustee and the Loan Agent pursuant to Section 6.7 and the other provisions of this Indenture and the Credit Agreement, second, to the Fiscal Agent and the Collateral Administrator pursuant to the Fiscal Agency Agreement and the Collateral Administration Agreement, respectively, and the Bank in any of its other capacities, third, to the Administrator, the fees and expenses payable under the Administration Agreement and the Registered Office Agreement (including all filing, registration and annual return fees payable to the Cayman Islands government and registered office fees) and to the AML Services Provider under the AML Services Agreement, fourth, on a pro rata basis, the following amounts to the following parties:

(i) (i) Independent accountants, agents (other than the Collateral Manager), the remaining officers and managers of the IssuersIssuer (if any) and counsel of the IssuersIssuer for fees and expenses;

(ii) (ii) the Rating Agency for fees and expenses (including any annual fee, amendment fees and surveillance fees) in connection with any rating of the Secured Debt or in connection with the rating of (or provision of credit estimates in respect of) any Collateral Obligations;

(iii) (iii) the Collateral Manager for fees and expenses under the Collateral Management Agreement but excluding the Collateral Management Fee;

(iv) (iv) any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant to or in connection with this Indenture (including without limitation the payment of all legal and other fees and expenses incurred in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral Obligations), the Credit Agreement and the Secured Debt and Subordinated Securities, including but not limited to, any amounts due in respect of the listing of the NotesSecured Debt on any stock exchange or trading system; and (v)

(vi) the Independent accountants, the Administrator under the Administration Agreement, registered office fees, Tax Account Reporting Rules

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Compliance Costs, agents (other than the Collateral Manager) and counsel of the IssuersIssuer for indemnities payable to such Person and fifthto pay the costs to the Issuer of complying with FATCA; and

(vii) any Person in connection with the consummation of the Permitted Merger;

and fourth, on a pro rata basis and without duplication, indemnities payable to any Person (not already paid pursuant to clause (vi) above) pursuant to any Transaction Document; provided that (x) amounts due in respect of actions taken on or before the Closing Date shall not be payable as Administrative Expenses but shall be payable only from the Expense Reserve Account pursuant to Section 10.3(d) and (y) for the avoidance of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal in respect of the Secured Debt and distributions in respect of the Subordinated Securities) shall not constitute Administrative Expenses.

“Administrator”: MaplesFS Limited (or any successor or assign thereto), in its capacity as an administrator under the Administration Agreement.

““Advisers Act””: The United States Investment Advisers Act of 1940, as amended.

““Affected Class”” : Any Class of Secured Debt that, as a result of the occurrence of (and due to) a Tax Event, has not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable to such Class on any Payment Date.

““Affiliate””: With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, Officer, employee or general partner (a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this definition, ““control”” of a Person shall meanmeans the power, direct or indirect, (x) to vote more than 50% of the securities having ordinary voting power for the election of directors of such PersonsPerson or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. With respect to the Issuers, this definition shall exclude the Administrator or any other entity to which the Administrator is or will be providing administrative services or acting as share trustee.

““Agent Members””: Members of, or participants in, DTC, Euroclear or Clearstream.

““Aggregate Funded Spread”” : As of any Measurement Date, the sum of: (a) in the case of each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a spread over SOFRa reference rate based index that is a Benchmark-based Index or is the same as the then-current Benchmark applicable to the Floating Rate Debt (including, for any Permitted Deferrable Obligation, only the excess of the required current cash pay interest required by the Underlying Documents thereon over the applicable index and excluding the

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unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation), (i) the excess of (x) the sum of such spread and the reference rate modifier (if any)stated interest rate spread paid in Cash on such Collateral Obligation paid in Cash over the Base Rate Modifierabove such index multiplied by (ii) the Principal Balance of each such Collateral Obligation and (b) in the case of each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a spread over an index other than a SOFR based index (including, for any Permitted Deferrable Obligation, only the required current cash pay interest required by the Underlying Documents thereon and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation), (i) the excess of the interest rate for such Collateral Obligation (including the reference rate, any applicable reference rate modifier and the spread over such reference rate) paid in Cash over the Benchmark as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of each such Collateral Obligation; provided that, (i) with respect to any Floor Obligation, the stated interest rate spread paid in Cash on such Collateral Obligation over the applicable index shall be deemed to be equal to the sum of (x) the stated interest rate spread paid in Cash over the applicable index, and (y) the reference rate modifier (if any) on such Collateral Obligation and (z) the excess, if any, of the specified “” floor”” rate relating to such Collateral Obligation over the greater of zero and the applicable index and (ii) the interest rate of each Step-Up Obligation will be deemed to be its current rate of interest and the interest rate of each Step-Down Obligation will be deemed to be the lowest rate of interest that such Collateral Obligation will by its terms pay in the future solely as a function of the passage of time. ; and (b) in the case of each Floating Rate Obligation (including, for any Permitted Deferrable Obligation, only the required current cash pay interest required by the Underlying Documents thereon and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over an index other than a reference rate based index that is a Benchmark-based Index or is the same as the then-current Benchmark applicable to the Floating Rate Debt, (i) the excess of (x) the sum of such spread and the greater of such index or any applicable floor paid in Cash over (y) the Benchmark applicable to the Floating Rate Debt as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of each such Collateral Obligation.

““Aggregate Outstanding Amount””: With respect to (i) any of the Secured Debt as of any date, the aggregate unpaid principal amount of such Secured Debt Outstanding on such date and (ii) the Subordinated SecuritiesPreferred Shares as of any date, the notional amount represented by such Outstanding Subordinated SecuritiesPreferred Shares, assuming a notional amount of $1,000 per share.

““Aggregate Principal Balance””: When used with respect to all or a portion of the Collateral Obligations or the Assets, the sum of the Principal Balances of all or of such portion of the Collateral Obligations or Assets, respectively.

““Aggregate Unfunded Spread””: As of any Measurement Date, the sum of the products obtained by multiplying (i) for each Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation (other than Defaulted Obligations), the related commitment fee rate then in effect as of such date and (ii) the undrawn commitments of each such Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation as of such date.

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“Alternative Base Rate”: The meaning specified in Section 8.1(a)(xxiv).

“AML Compliance”: Compliance with the Cayman AML Regulations.

“AML Services Agreement”: The AML Services Agreement dated as of the Closing Date (as amended from time to time) between the Issuer and the AML Services Provider (as defined below) for the provision of services to the Issuer to enable the Issuer to achieve AML Compliance.

“AML Services Provider”: ▇▇▇▇▇▇ Compliance Services (Cayman) Limited, a company incorporated in the Cayman Islands with its principal office at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

“Applicable Issuer”: With respect to (a) the Co-Issued Debt, the Issuers and (b) the ERISA Restricted Securities, the Issuer.

““Appraised Value””: With respect to any Collateral Obligation beneficially owned by the Issuer, the value of such Collateral Obligation, as determined by the applicable Approved Appraisal Firm, as set forth in the related appraisal (or, if a range of values is set forth therein, the midpoint of such values).

““Approved Appraisal Firm”” : (a)  AnyEach of the following firms: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., Duff & ▇▇▇▇▇▇ LLC, Lincoln Advisors, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and Company and Valuation Research Corporation and (b) each Independent financial adviser of recognized standing retained by the Issuer, the Collateral Manager or the agent or lenders under any Collateral Obligation, as approved by the Collateral Manager and, with respect to this clause (b), consent to such approval has been obtained from a Majority of the Controlling Class.

“ARRC”: The Alternative Reference Rates Committee of the Federal Reserve Bank of New York.

“Article 7 Reporting”: The Article 7 Reports and reporting by the Issuer of information required by Articles 7(1)(f) and 7(1)(g) of the EU Securitization Regulation (including any implementing and/or regulatory technical standards made pursuant thereto); provided that the information contained in such reporting shall be compiled from the data available to the Issuer (with the assistance of the Collateral Manager) having used its commercially reasonable efforts to obtain such information and accurately reflect the same.

“Article 7 Reporting Expenses”: All costs and expenses incurred by any person (other than an EU Institutional Investor or an EU Connected Investor) in connection with any Article 7 Reporting Request and the provision of any related Article 7 Reporting (including, but not limited to, the appointment of any Reporting Agent and any amendments to the Transaction Documents that may be necessary or desirable to facilitate such Article 7 Reporting).

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“Article 7 Reporting Request”: A written request for Article 7 Reporting (A) made by (1) an EU Institutional Investor certifying that it or (2) an EU Connected Investor attaching certifications by its counterparty that such counterparty: (i) is an EU Institutional Investor and (ii) has, in good faith, determined that the EU Transparency Requirements are applicable to the transaction described in the Indenture and (iii) requires Article 7 Reporting in respect of its obligations under the EU Due Diligence Requirements, (B) in which the applicable EU Institutional Investor agrees to notify the Collateral Manager and the Retention Holder in writing if it ceases to own Debt or has determined that it no longer requires Article 7 Reporting and (C) that is delivered to the Retention Holder and the Collateral Manager and copied to the Issuer, the Collateral Administrator and the Collateral Trustee. In the case of an EU Connected Investor, if the sale of Debt to an EU Institutional Investor does not settle, the EU Connected Investor shall promptly give notice of such failed settlement to the Retention Holder and the Collateral Manager and copied to the Issuer, the Collateral Administrator and the Collateral Trustee, and such notice will be deemed to be notice that it has determined that it no longer requires Article 7 Reporting.

“Article 7 Reports”: Reports of the Issuer in the form required by Articles 7(1)(a) and 7(1)(e) of the EU Securitization Regulation (including any implementing and/or regulatory technical standards made pursuant thereto); provided that the information contained in such reports shall be compiled from the data available to the Issuer (with the assistance of the Collateral Manager) having used its commercially reasonable efforts to obtain such information and accurately reflect the same.

“Asset Replacement Percentage”: On any date of calculation, a fraction (expressed as a percentage) where the numerator is the outstanding principal balance of the Floating Rate Obligations that were indexed to one of the rates described in the definition of Benchmark Replacement for the Index Maturity as of such calculation date and the denominator is the outstanding principal balance of all Floating Rate Obligations as of such calculation date.

““Assets””: The meaning specified in the Granting Clauses.

““Assumed Reinvestment Rate””: The Benchmark (as determined on the most recent Interest Determination Date relating to an Interest Accrual Period beginning on a Payment Date or, the Closing Date or the First Refinancing Date) minus 0.25% per annum; provided that the Assumed Reinvestment Rate shall not be less than 0.00%.

““Authenticating Agent”” : With respect to the Secured Notes or a Class of Secured Notes, the Person designated by the Collateral Trustee to authenticate such Secured Notes on behalf of the Collateral Trustee pursuant to Section 6.14 hereof.

““Authorized Officer””: With respect to the Issuer or the Co-Issuer, any Officer or any other Person who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relating to, and binding upon, the Issuer or the Co-Issuer, or, in the case of the Issuer, an Officer, employee or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters for which the Collateral Manager has authority to act on behalf of the Issuer and, for the avoidance of doubt, any appointed attorney-in-fact of the Issuer. With respect to the

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Collateral Manager, any Officer, employee or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Retention Holder, any Officer, employee or agent of the Retention Holder who is authorized to act for the Retention Holder in matters relating to, and binding upon, the Retention Holder with respect to the subject matter of the request, certificate or order in question. With respect to the Collateral Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer. With respect to the Loan Agent, a Trust Officer.

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 to be in full force and effect until receipt by such other party of written notice to the contrary.

““Balance””: On any date, with respect to Cash or Eligible Investments in any account, the aggregate of the (i) current balance of Cash, demand deposits, time deposits, certificates of deposit and federal funds; (ii) principal amount of interest-bearing corporate and government securities, money market accounts and repurchase obligations; and (iii) purchase price (but not greater than the face amount) of non-interest-bearing government and corporate securities and commercial paper.

““Bank””: State Street Bank and Trust Company, in its individual capacity and not as Collateral Trustee, or any successor thereto.

““Bankruptcy Code””: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time.

““Bankruptcy Law””: The Bankruptcy Code and any successor statute or any other applicable federal or state bankruptcy law or similar law, including, without limitation, Part V of the Companies Law of the Cayman Islands and the Companies Winding Up Rules 2018 of the Cayman Islands, each as amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands or any other applicable jurisdiction.

““Bankruptcy Subordination Agreement””: The meaning specified in Section 5.4(f).

““Base Management Fee”” : The fee payable to the Collateral Manager in arrears on each Payment Date pursuant to Section 8(a) of the Collateral Management Agreement and Section 11.1 of this Indenturehereof, in an amount equal to 0.15% per annum, calculated on the basis of the actual number of days in the applicable Interest Accrual Period divided by 360, of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.

“BDC Loan Sale Agreement”: The Loan Sale Agreement dated as of the Closing Date, as amended and restated as of the First Refinancing Date, between OBDC, as seller, and the Issuer, as purchaser, and as may be further amended from time to time in accordance with the terms thereof.

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“Base Rate Amendment”: The meaning specified in Section 8.1(a)(xxiv). For the avoidance of doubt, the Supplemental Indenture dated as of the Base Rate Amendment Date is a Base Rate Amendment.

“Base Rate Amendment Date”: June 28, 2023.

“Base Rate Modifier”: A modifier applied to a reference or base rate in order to cause such rate to be comparable to three month LIBOR, that (i) with respect to a Designated Base Rate recognized or acknowledged by the LSTA, is equal to the corresponding modifier recognized or acknowledged by LSTA, (ii) with respect to a Designated Base Rate recognized or acknowledged by the ARRC, is equal to the corresponding modifier recognized or acknowledged by the ARRC, (iii) with respect to a Market Replacement Rate, corresponds to such Market Replacement Rate, as determined by the Collateral Manager in its reasonable discretion, or (iv) with respect to any other Alternative Base Rate, such modifier selected by the Collateral Manager and consented to by a Majority of the Controlling Class (but without the consent of any other Holders of the Secured Debt or Subordinated Securities), and, in each of the foregoing cases, which modifier may include an addition or subtraction to the unadjusted reference or base rate; provided that if no such modifier is capable of being determined (as determined by the Collateral Manager, in its sole discretion), the Base Rate Modifier shall be deemed to be zero; provided further that the Base Rate Modifier with respect to the Term SOFR Rate adopted on the Base Rate Amendment Date shall be 0.26161%.

““Benchmark”” : (1) Prior to the SOFR Transition Date, LIBOR and (2) on and after the SOFR Transition DateInitially, (i) the greater of (x) zero and (y) the Term SOFR Rate plus the Base Rate Modifier. For the avoidance of doubt, the Benchmark for the Interest Accrual Period beginning in May 2023 and ending in August 2023 will be LIBOR and the Benchmark for the Interest Accrual Period beginning in August 2023 and ending in November 2023 will be the rate determined pursuant to clause (2) above.and (ii) after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the greater of (x) zero and (y) the applicable Benchmark Replacement.

“Benchmark-based Index”: Any reference rate index based on a Term SOFR Reference Rate, or if Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, of any index maturity.

“Benchmark Replacement”: The first alternative rate set forth in the order under clause (a), as determined by the Collateral Manager as of the Benchmark Replacement Date, that also satisfies clause (b):

(a)

(i) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Index Maturity and (b) the Benchmark Replacement Adjustment;

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(ii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(iii) the sum of: (a) the alternate rate of interest that has been selected by the Collateral Manager as the replacement for the then-current Benchmark for the Index Maturity giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated securitizations at such time and (b) the Benchmark Replacement Adjustment; and

(b) the benchmark rate (excluding any rate corresponding to Libor) being used by either (1) at least 50% of the aggregate principal amount of the Floating Rate Obligations included in the Assets that pay interest quarterly or (2) at least 50% of the floating rate notes priced or closed in new issue collateralized loan obligation transactions and/or floating rate notes in collateralized loan obligation transactions that have amended their benchmark rate, in each case within three months from the later of (x) the date on which the Benchmark Transition Event occurs or (y) such date of determination;

provided, that if the Collateral Manager is unable to determine a benchmark rate in accordance with the foregoing, the Benchmark Replacement shall equal the Fallback Rate;

provided, further, that (x) the Benchmark Replacement shall not be Libor; and (y) if at any time when the Fallback Rate is effective the Collateral Manager is able to determine any Benchmark Replacement that satisfies both clause (a) and (b), the Collateral Manager shall notify the Issuer, the Collateral Trustee (who shall forward such notice to the Holders of the Debt), the Collateral Administrator and the Calculation Agent of such Benchmark Replacement, and such Benchmark Replacement shall become the Benchmark commencing with the Interest Accrual Period immediately succeeding the Interest Accrual Period during which the Collateral Manager provides such notification.

Notwithstanding anything to the contrary, the Benchmark Replacement may be any other replacement rate (including any related adjustment) proposed by the Collateral Manager and consented to by a Majority of the Controlling Class and a Majority of the Preferred Shares.

“Benchmark Replacement Adjustment”: The first alternative set forth in the order below that can be determined by the Collateral Manager as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

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(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Collateral Manager giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated collateralized loan obligation securitization transactions at such time.

“Benchmark Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Accrual Period,” timing and frequency of determining rates and making payments of interest, and other administrative matters) that the Collateral Manager decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Collateral Manager decides that adoption of any portion of such market practice is not administratively feasible or if the Collateral Manager determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Collateral Manager determines is reasonably necessary).

“Benchmark Replacement Date”:

(1) In the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide such Benchmark;

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information; or

(3) in the case of clause (4) of the definition of “Benchmark Transition Event”, the Interest Determination Date following the date of the related Monthly Report.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, 5:00 p.m. (New York time) on the Interest Determination Date in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to 5:00 p.m. (New York time) on the Interest Determination Date for such determination. If the Benchmark is not the Term SOFR Rate, the time above shall be determined by the Collateral Manager in accordance with the Benchmark Replacement Conforming Changes.

“Benchmark Replacement Rate Amendment”: A supplemental indenture to be executed by the Issuer and the Collateral Trustee at the direction of the Collateral Manager to elect a Benchmark with respect to the Floating Rate Debt (and make related changes advisable or necessary in the judgment and as determined by the Collateral Manager to implement the use of such replacement rate) pursuant to Section 8.1(a)(xxvi).

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“Benchmark Transition Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative; or

(4) the Asset Replacement Percentage is greater than 50%, as reported in the most recent Monthly Report.

““Beneficial Ownership Certificate””: The meaning specified in Section 14.2(e).

““Benefit Plan Investor””: (i) Any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) any “”plan” subject to” (as defined in Section 4975(e)(1) of the Code) to which Section 4975 of the Code applies, or (iii) any entity or account whose underlying assets are deemed to include ““plan assets”” (as defined by the Plan Asset Regulation) by reason of such an employee benefit plan’s or a plan’s investment in such entity or account.

““Bond””: A debt security (that is not a Loan) that is (a) issued by a corporation, limited liability company, partnership or trust and (b) secured by an interest on specified collateral or a Participation Interest.

“Book Value”: “Book value” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv), adjusted (to the extent permitted under Treasury Regulations Section 1.704-1(b)(2)(iv)(f)) as necessary to reflect the relative economic interests of the beneficial owners of the Subordinated Securities (as determined for U.S. federal income tax purposes).

““Bridge Loan””: Any loan or other obligation that (x) is incurred in connection with a merger, acquisition, consolidation, or sale of all or substantially all of the assets of a

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Person or similar transaction and (y) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan).

““Business Day”” : Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks are authorized or required by applicable law, regulation or executive order to close in New York, New York or in the city in which the Corporate Trust Office of the Collateral Trustee or the Loan Agent is located or, for any final payment of principal, in the relevant place of presentation.

““Calculation Agent””: The meaning specified in Section 7.16.

““Cash”” : Such funds denominated in currency of the United States as at the time shall be legal tender for payment of all public and private debts, including funds standing to the credit of an Account.

““Cause””: The meaning set forth in the Collateral Management Agreement.

“Cayman Issuer”: Owl Rock CLO I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Cayman AML Regulations”: The Anti-Money Laundering Regulations (2018 Revision) and The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands, each as amended from time to time.

“Cayman FATCA Legislation”: The Cayman Islands Tax Information Authority Law (2018 Revision) together with regulations and guidance notes made pursuant to such law.

““CCC Excess””: The amount equal to the excess, if any, of the Aggregate Principal Balance of all S&P CCC Collateral Obligations over an amount equal to 17.5% of the Collateral Principal Amount as of such date of determination; provided that in determining which of the S&P CCC Collateral Obligations shall be included in the CCC Excess, the S&P CCC Collateral Obligations with the lowest Market Value (expressed as a percentage of the Principal Balance of such Collateral Obligations as of such date of determination) shall be deemed to constitute such CCC Excess.

““Certificate of Authentication””: The meaning specified in Section 2.1.

“Certificated Note”: Any Certificated Secured Note.

““Certificated Secured Note””: The meaning specified in Section 2.2(b)(iii).

““Certificated Security”” : The meaning specified in Section 8-1028-102(a)(4) of the UCC.

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““Class””: In the case of (i) the Secured Debt, all of the Secured Debt having the same Interest Rate, Stated Maturity and class designation and (ii) the Subordinated Securities, all of the Subordinated SecuritiesPreferred Shares, all of the Preferred Shares; provided that, solely for purposes of calculating the Interest Coverage Ratio and the Overcollateralization Ratio, the Class A-R Debt and the Class B-R Notes shall be treated as a single Class. With respect to any exercise of voting rights, any Pari Passu Classes of Secured Debt that are entitled to vote on a matter will vote together as a single Class, except as expressly provided otherwise herein or in the Credit Agreement. The Class A Notes, the Class A-F Notes and the Class A Loans; provided that (x) any Pari Passu Class will vote separately by Class with respect to any amendment or modification of this Indenture solely to the extent that such amendment or modification would by its terms directly affect the holders of one such Pari Passu Class of Debt exclusively and materially differently from the holders of the other such Pari Passu Class of Debt and (y) Pari Passu Classes will be treated as a single Class, except as expressly provided otherwise herein or in the Credit Agreementseparate Classes for purposes of a Refinancing or a Re-Pricing.

““Class A/B Coverage Tests” Loans”: The Class A/B Overcollateralization Ratio Test and the Class A/B Interest Coverage Test Senior Secured Floating Rate Loans incurred by the Issuer and the Cayman Issuer on the Closing Date under the Credit Agreement.

““Class A/B Interest Coverage Test”: The Interest Coverage Test as applied with respect to the Class A Debt and the Class B Notes Notes”: The Class A Senior Secured Floating Rate Notes issued pursuant to this Indenture on the Closing Date.

“Class A-F Notes”: The Class A-F Senior Secured Fixed Rate Notes issued pursuant to this Indenture on the Closing Date.

“Class A-FR Notes”: The Class A-FR Senior Secured Fixed Rate Notes issued on the First Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class A/B Overcollateralization Ratio Test”: The Overcollateralization Ratio Test as applied with respect to the Class A Debt and the Class B Notes.

“Class A Debt”: Collectively, the Class A Notes, the Class A-F Notes and the Class A Loans.

““Class AA-LR Lender”” : Each lender party to the Credit Agreement from time to time.

““Class AA-LR Loans”” : The Class AA-LR Senior Secured Floating Rate Loans incurred by the Co-IssuersIssuer on the First Refinancing Date under the Credit Agreement.

““Class AA-NR Notes”” : The Class AA-NR Senior Secured Floating Rate Notes issued on the First Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3.

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“Class A-R Debt”: The Class A-NR Notes, the Class A-LR Loans and the Class A-FR Notes, collectively.

“Class A/B Coverage Tests”: The Class A/B Overcollateralization Ratio Test and the Class A/B Interest Coverage Test.

“Class A/B Interest Coverage Test”: A test that is satisfied as of the Interest Coverage Test Effective Date and any other date thereafter on which such test is required to be determined hereunder if (i) the Interest Coverage Ratio for the Class A-R Debt and the Class B-R Notes on such date is at least equal to the Required Interest Coverage Ratio or (ii) the Class A-R Debt and the Class B-R Notes are no longer outstanding.

“Class A/B Overcollateralization Ratio Test”: A test that is satisfied as of any date of determination on which such test is required to be determined hereunder, if (i) the Overcollateralization Ratio for the Class A-R Debt and the Class B-R Notes on such date is at least equal to the Required Overcollateralization Ratio or (ii) the Class A-R Debt and the Class B-R Notes are no longer outstanding.

““Class A-FB Notes”” : The Class  A-FB Senior Secured FixedFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3on the Closing Date.

““Class BB-R Notes”” : The Class BB-R Senior Secured Floating Rate Notes issued on the First Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3.

““Class Break-even Default Rate””: With respect to the Highest Ranking Class:

(a) prior to the S&P CDO Monitor Election Date, the rate equal to (a)  0.1858190.130550 plus (b) the product of (x) 3.1830512.496413 and (y) the Weighted Average Floating Spread plus (c) the product of (x)  1.1889711.292736 and (y) the Weighted Average S&P Recovery Rate; or

(b) on and after the S&P CDO Monitor Election Date, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, as determined through application of the applicable S&P CDO Monitor chosen by the Collateral Manager in accordance with this Indenture that is applicable to the portfolio of Collateral Obligations, which, after giving effect to the assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment of such Class or Classes of Secured Debt in full. After the Effective On or prior to the First Refinancing Date, S&P will provide the Collateral Manager with an updated input file that incorporates the Class Break-even Default Rates for each S&P CDO Monitor determined by the Collateral Manager (with notice to the Collateral Administrator) pursuant to the definition of ““S&P CDO Monitor.”” After the S&P CDO Monitor Election Date, S&P will provide the Collateral Manager with the Class Break-even Default Rates for each S&P CDO Monitor

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input file based upon the Weighted Average Floating Spread and the Weighted Average S&P Recovery Rate to be associated with such S&P CDO Monitor input file as selected by the Collateral Manager from Section 2 of Schedule 54 or any other Weighted Average Floating Spread and Weighted Average S&P Recovery Rate selected by the Collateral Manager from time to time.

“Class C Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied with respect to the Class C Notes.

“Class C Notes”: The Class C Mezzanine Secured Deferrable Floating Rate Notes issued on the First Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3.

““Class Default Differential””: With respect to the Highest Ranking Class, the rate calculated by subtracting the Class Scenario Default Rate at such time for such Class of Secured Debt from (x) prior to the S&P CDO Monitor Election Date, the Adjusted Class Break-even Default Rate or (y) on and after the S&P CDO Monitor Election Date, the Class Break-even Default Rate, in each case, for such Class of Secured Debt at such time.

““Class Scenario Default Rate””: With respect to the Highest Ranking Class:

(a) prior to the S&P CDO Monitor Election Date, the rate at such time equal to (ai) 0.329915 plus (b) the product of (▇) ▇.▇▇▇▇▇▇ and (y) the Expected Portfolio Default Rate0.247621 plus (ii)(x) the Weighted Average S&P Rating Factor divided by (y) 9162.65 minus (ciii ) the product of (▇) ▇.▇▇▇▇▇▇ and (y) the Default Rate Dispersion plus (d)(▇) ▇.▇▇▇▇▇▇ divided by (y) 16757.2 minus (iv)(x) the Obligor Diversity Measure plus (e)(▇) ▇.▇▇▇▇▇▇ divided by (y) 7677.8 minus (v)(x) the Industry Diversity Measure plus (f)(▇) ▇.▇▇▇▇▇▇▇ divided by (y) 2177.56 minus (vi)(x) the Regional Diversity Measure minusdivided by (gy) the product of 34.0948 plus (vii)(▇) ▇.▇▇▇▇▇▇▇ and (y) the S&P Weighted Average Life divided by (y) 27.3896; or

(b) on and after the S&P CDO Monitor Election Date, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P’s initial rating of such Class or Classes of Secured Debt, determined by application by the Collateral Manager and the Collateral Administrator of the S&P CDO Monitor at such time.

““Clean-Up Call Redemption””: A redemption or prepayment, as applicable, of the NotesSecured Debt in accordance with Section 9.8.

““Clearing Agency””: An organization registered as a ““clearing agency”” pursuant to Section 17A of the Exchange Act.

““Clearing Corporation”” : (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity included within the meaning of ““ clearing corporation”” under Section 8-102(a)(5) of the UCC.

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““Clearing Corporation Security””: SecuritiesDebt which areis in the custody of or maintained on the books of a Clearing Corporation or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly endorsed to or registered in the name of the Clearing Corporation or such nominee.

““Clearstream”” : Clearstream Banking, société anonyme, a corporation organized under the laws of the Duchy of Luxembourg (formerly known as Cedelbank, société anonyme).

““Closing Date””: May 28, 2019.

““Closing Date Participation Interest””: The participation interests acquired by the Issuer pursuant to the Loan Sale Agreements on the ClosingFirst Refinancing Date.

““Code”” : The United States Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

“Co-Issued Debt”: Collectively, the Co-Issued Notes and the Class A Loans.

“Co-Issued Notes”: The Class A Notes, the Class A-F Notes and the Class B Notes.

“Co-Issuer”: Owl Rock CLO I, LLC, a limited liability company organized under the laws of the State of Delaware, and any successor thereto.

““Collateral Administration Agreement””: An agreement dated as of the Closing Date, as amended and restated on the First Refinancing Date, among the Issuer, the Collateral Manager and the Collateral Administrator, as amended from time to time in accordance with the terms thereof.

““Collateral Administrator””: State Street, in its capacity as Collateral Administrator under the Collateral Administration Agreement, and any successor thereto.

““Collateral Interest Amount””: As of any date of determination, without duplication, the aggregate amount of Interest Proceeds that has been received or that is expected to be received (other than Interest Proceeds expected to be received from Defaulted Obligations, but including Interest Proceeds actually received from Defaulted Obligations), in each case during the Collection Period in which such date of determination occurs (or after such Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Collection Period).

““Collateral Management Agreement””: The agreement dated as of the Closing Date, as amended and restated on the First Refinancing Date, between the Issuer and the Collateral Manager relating to the management of the Collateral Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended from time to time in accordance with the terms thereof.

““Collateral Management Fee””: The fee payable to the Collateral Manager in arrears on each Payment Date pursuant to Section 8(a) of the Collateral Management Agreement and Section 11.1 of this Indenturehereof, comprised of (x) the Base Management Fee and (y) the Subordinated Management Fee.

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““Collateral Manager””: Blue Owl Credit Advisors LLC (formerly known as Owl Rock Capital Advisors LLC), a Delaware limited liability company, until a successor Person shall have become the Collateral Manager pursuant to the provisions of the Collateral Management Agreement, and thereafter ““Collateral Manager”” shall mean such successor Person.

“Collateral Manager Debt”: Any Debt 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 Standard””: The meaning specifiedstandard of care applicable to the Collateral Manager set forth in the Collateral Management Agreement.

““Collateral Obligation”” : (a) A Senior Secured Loan, (b) a First-Lien Last-Out Loan or, (c) a Second Lien Loan (including, but not limited to, interests in such loans acquired by way of a purchase or assignment) or, (d) a Participation Interest thereinin a Senior Secured Loan, First-Lien Last-Out Loan or a Second Lien Loan or (e) a Workout Loan, that (x) as of the date the Issuer commits to purchase (or ORCCOBDC commits to contribute to the Issuer) such obligation or, (y) if a portion of the proceeds from a prepayment of a Collateral Obligation are exchanged (other than in connection with a restructuring of a Collateral Obligation due to financial distress or for the purpose of avoiding a payment default) as consideration for a new obligation, as of the date the Issuer commits to such exchange or (z) in the case of a Workout Loan, as of the date of acquisition thereof, such obligation:

(i) is Dollar denominated and is neither convertible by the issuer thereof into, nor payable in, any other currency;

(ii) unless it is a Workout Loan, is not (A) a Defaulted Obligation or (B) a Credit Risk Obligation;

(iii) is not a lease;

(iv) if it is a Deferrable Obligation, it is a Permitted Deferrable Obligation or a Workout Loan;

(v) provides for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment at a price of less than par;

(vi) does not constitute Margin Stock;

(vii) gives rise only to payments that are not subject to withholding tax, other than withholding tax as to which the Obligor must make additional

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payments so that the net amount received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any withholding tax, withholding tax imposed on commitment fees or similar fees or fees that by their nature are commitment fees or similar fees, or any withholding taxes imposed under FATCA;

(viii) unless it is a Workout Loan, has an S&P Rating;

(ix) is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Collateral Manager;

(x) except for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, is not an obligation pursuant to which any future advances or payments to the borrower or the Obligor thereof may be required to be made by the Issuer;

(xi) does not have an ““ f”, “r”, ““    ”p”, ““     ”sf”” or ““ t”” subscript assigned by S&P or, if such obligation is not rated by S&P, does not have an ““ sf”” subscript assigned by any other NRSRO;

(xii) is not a repurchase obligation, a commodity forward contract, a Bond, a High Yield Bond, a Zero Coupon Bond, an Unsecured Loan, a Bridge Loan, a Commercial Real Estate Loan or a Structured Finance Obligation;

(xiii) will not require the Issuer or the pool of Assets to be registered as an investment company under the 1940 Act;

(xiv) is not an Equity Security or by its terms convertible into or exchangeable for an Equity Security;

(xv) is not the subject of an Offer of exchange, or tender by its issuer, for cash, securities or any other type of consideration other than a Permitted Offer;

(xvi) unless it is a Workout Loan, does not have an S&P Rating that is below ““ CCC-”” ;

(xvii) does not mature after the earliest Stated Maturity of any Secured Debt Outstanding;

(xviii) other than in the case of a Fixed Rate Obligation, accrues interest at a floating rate determined by reference to (a) the Dollar prime rate, federal funds rate or, Libor, or Term SOFR Reference Rate or (b) a similar interbank offered rate, commercial deposit rate or any other index;

(xix) is Registered;

(xx) is not a Synthetic Security;

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(xxi) does not pay interest less frequently than semi-annually;

(xxii) is not a letter of credit and does not support a letter of credit;

(xxiii) is not an interest in a grantor trust;

(xxiii) (xxiv) is purchased at a price at least equal to 65% of its Principal Balance;

(xxiv) (xxv) is not issued by an Obligor Domiciled in Russia, Greece, Italy, Portugal or Spain;

(xxv) (xxvi) is issued by a Non-Emerging Market Obligor Domiciled in the United States, Canada, a Group I Country, a Group II Country, a Group III Country or a Tax Jurisdiction;

(xxvii) is an Eligible Asset;

(xxvi) (xxviii) is not a warrant and does not have attached equity warrants;

(xxvii) (xxix) is not a participation interest in a Participation Interest;

(xxviii) (xxx) other than a Workout Loan, is issued by an Obligor with a most-recentlymost-recently calculated EBITDA (calculated in accordance with the Underlying Documents) of at least U.S.$5,000,00015,000,000 ;

(xxix) (xxxi) is not an obligation of a Portfolio Company;

(xxxii) if it is a First-Lien Last-Out Loan it is not a Cov-Lite Loan; and

(xxx) (xxxiii) if it is a Cov-Lite Loan, (x) it is not a First-Lien Last-Out Loan and, (y) is not a Second Lien Loan and (z) unless it is a Workout Loan, the Obligor with respect to such Cov-Lite Loan has a most recently calculated EBITDA (calculated in accordance with the Underlying Documents) of at least U.S.$40,000,000.; and

(xxxi) is not an ESG Prohibited Obligation.

““Collateral Principal Amount””: As of any date of determination, the sum of (a) the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations except as otherwise expressly set forth herein) and (b) without duplication, the amounts on deposit in any Account (including Eligible Investments therein) representing Principal Proceeds; provided that for purposes of calculating the Concentration Limitations and, the CCC Excess and the EU/UK Retained Interest, Defaulted Obligations shall be included in the Collateral Principal Amount with a principal balance equal to the Defaulted Obligation Balance thereof.

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““Collateral Quality Test””: A test satisfied as of the Effective Date and any other date thereafterof determination on which such test is required to be determined hereunder if, in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, both owned and proposed to be owned) by the Issuer satisfy each of the tests set forth below (or, after the Effective Date, if any such test is not satisfied at the time of reinvestment, the level of compliance with such test is maintained or improved as described in the Investment Criteria):

(i) the S&P CDO Monitor Test;

(ii) at any time on or after the S&P CDO Monitor Election Date, the Minimum Weighted Average S&P Recovery Rate Test; and

(iii) at any time on or after the S&P CDO Monitor Election Date, the Minimum Weighted Average Coupon Test;

(iv) at any time on or after the S&P CDO Monitor Election Date, the Minimum Weighted Average Floating Spread Test; and

(v) (iii) the Weighted Average Life Test.

““Collateral Trustee”” : As defined in the first sentence of this Indenture.

““Collection Account””: The trust account established pursuant to Section 10.2 which consists of the Principal Collection Subaccount and the Interest Collection Subaccount.

““Collection Period””: (i) With respect to the first Payment Date after the First Refinancing Date, the period commencing on the ClosingFirst Refinancing Date and ending at the close of business on the date that is 10 Business Days prior to the first Payment Date; and (ii) with respect to any other Payment Date, the period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection Period preceding the latest Stated Maturity of any Class of Secured Debt, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding an Optional Redemption, Tax Redemption or Clean-Up Call Redemption in whole of the Secured Debt, or an Optional Subordinated SecurityPreferred Shares Redemption on the Redemption Date and (c) in any other case, at the close of business on the date that is 10 Business Days prior to such Payment Date.

““Commercial Real Estate Loan””: Any Loan for which the underlying collateral consists primarily of real property owned by the Obligor and is evidenced by a note or other evidence of indebtedness.

“Competent Authorities”: In respect of the originator, sponsor and SSPE of a securitization, the national regulators in their respective EU member states (if any), in the case of the EU Transparency Requirements or the Financial Conduct Authority in the United Kingdom in the case of the UK Transparency Requirements.

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““Concentration Limitations””: Limitations satisfied on each Measurement Date on or after the EffectiveFirst Refinancing Date and during the Reinvestment Period if, in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, owned and proposed to be owned) by the Issuer comply with all of the requirements set forth below (or in relation to a proposed purchase after the Effective Date, if any such requirement is not satisfied, the level of compliance with such requirement is maintained or improved after giving effect to the purchase), calculated in each case as required by Section 1.3 herein:

(i) not less than 95.0% of the Collateral Principal Amount may consist of Senior Secured Loans and Eligible Investments;

(ii) not more than 3.0% of the Collateral Principal Amount may consist of obligations issued by a single Obligor and its Affiliates, except that, (x) without duplication, (x) Collateral Obligations issued by up to five (5) Obligors and their respective Affiliates may each constitute up to 4.0% of the Collateral Principal Amount and (y) not more than 2.0% of the Collateral Principal Amount may consist of First-Lien Last Out Loans and Second Lien Loans or First-Lien Last-Out Loans issued by a single Obligor and its Affiliates; provided, that one obligor shall not be considered an Affiliate of another obligor solely because they are controlled by the same financial sponsor;

(iii) not more than 17.5% of the Collateral Principal Amount may consist of Collateral Obligations with an S&P Rating of ““CCC+”” or below (other than a Defaulted Obligation);

(iv) not more than 5.015.0% of the Collateral Principal Amount may consist of Fixed Rate Obligations;

(v) not more than 5.0% of the Collateral Principal Amount may consist of Current Pay Obligations;

(vi) not more than 10.015.0% of the Collateral Principal Amount may consist, in the aggregate, of unfunded commitments under Delayed Drawdown Collateral Obligations and unfunded and funded commitments under Revolving Collateral Obligations;

(vii) (a) excluding, prior to the first Payment Date, any Closing Date Participation Interests, not more than 1010.0% of the Collateral Principal Amount may consist of Participation Interests and (b) excluding any Closing Date Participation Interests, the Third Party Credit Exposure Limits may not be exceeded with respect to any such Participation Interest;

(viii) not more than 1010.0% of the Collateral Principal Amount may have an S&P Rating derived from a ▇▇▇▇▇’▇ Rating as set forth in clause (iii)(a) of the definition of the term ““S&P Rating””;

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(ix) not more than the percentage listed below of the Collateral Principal Amount may be issued by Obligors Domiciled in the country or countries set forth opposite such percentage:

(x) not more than 12.5% of the Collateral Principal Amount may consist of Collateral Obligations that are issued by Obligors that belong to any single S&P Industry Classification, except that the largest and the second-largest S&P Industry Classifications may each represent up to 1515.0% of the Collateral Principal Amount;

(xi) not more than 1015.0% of the Collateral Principal Amount may consist of Collateral Obligations that pay interest at least semi-annually, but less frequently than quarterly;

(xii) not more than 5.07.5% of the Collateral Principal Amount may consist of Collateral Obligations that are Permitted Deferrable Obligations;

(xiii) not more than 5.0% of the Collateral Principal Amount may consist of Collateral Obligations that are First-Lien Last-Out Loans or Second Lien Loans, collectively;

(xiv) not more than 1015.0% of the Collateral Principal Amount may consist of Cov-Lite LoansDiscount Obligations;

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(xv) not more than 5.010.0% of the Collateral Principal Amount may consist of Collateral Obligations that are DIP Collateral ObligationsCov-Lite Loans; and

(xvi) not more than 105.0% of the Collateral Principal Amount may consist of Collateral Obligations with respect to which the related Obligor had, at the time the Issuer committed to purchase such Collateral Obligation, an EBITDA as most recently calculated (in accordance with the Underlying Documents ) of less than U.S.$15,000,000.that are DIP Collateral Obligations.

““Confidential Information””: The meaning specified in Section 14.15(b).

“Contribution”: The meaning specified in Section 10.5.

““Controlling Class””: The Class AA-R Debt so long as any Class AA-R Debt is Outstanding; then the Class BB-R Notes so long as any Class BB-R Notes are Outstanding; then the Class C Notes so long as any Class C Notes are Outstanding; and then the Subordinated SecuritiesPreferred Shares.

“Conversion Date”: The meaning specified in Section 2.14(a).

““Conversion Option”” : The option of a Converting Lender100% of the Class A-LR Lenders to convert all or a portion of itsthe Class AA-LR Loans into an equivalent principal amount of Class AA-NR Notes pursuant to the Credit Agreement and this Indenture.

“Converting Lender”: A Class A Lender that exercises a Conversion Option.

“Co-Placement Agent”: SG Americas Securities, LLC, in its capacity as the Co-Placement Agent of the Secured Debt under the Placement Agreement.

““Corporate Trust Office””: The principal corporate trust office of the Collateral Trustee at which this Indenture is administered, currently located at State Street Bank and Trust Company, ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Heritage Drive, Mail Code: JAB0527, North Quincy, Massachusetts 0221002171 Attention: Structured CreditTrust and Analytics, Ref: Owl Rock CLO I, ▇▇▇.▇▇▇ , or such other address as the Collateral Trustee may designate from time to time by notice to the Holders, the Collateral Manager and the Issuer or the principal corporate trust office of any successor Collateral Trustee.

““Cov-Lite Loan””: A Collateral Obligation the Underlying Documents for which do not (i) contain any financial covenants or (ii) require the Obligor thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Documents); provided that, notwithstanding the foregoing, a Collateral Obligation shall be deemed for all purposes (other than the S&P Recovery Rate for such Collateral Obligation) not to be a Cov-Lite Loan if the Underlying Documents for such Collateral Obligation contain a cross-default or cross acceleration provision to, or such Collateral Obligation is pari passu with, another loan, debt obligation or credit facility of the underlying Obligor that contains one or more Maintenance Covenants.

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““Coverage Tests””: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied to each specified Class or Classes of Secured Debt.

““Credit Agreement””: The Credit Agreement, dated as of the date hereof(i) with respect to the Class A Loans, the class A credit agreement, dated as of the Closing Date, among the Cayman Issuer, as borrower, the Issuer, as co-borrower, the loan agent, the Collateral Trustee and the lenders party thereto, as amended from time to time in accordance with its terms and (ii) with respect to the Class A-LR Loans, the amended and restated class A-LR credit agreement, dated as of the First Refinancing Date, among the Issuer, as borrower, the Co-Issuer, as co-borrower, the Loan Agent, the Collateral Trustee and the lenders party thereto, as amended from time to time in accordance with its terms.

““Credit Improved Criteria””: The criteria that will be met if, with respect to any Collateral Obligation, any of the following occur:

(a) such Collateral Obligation has experienced a reduction in its spread over LIBOR or other referencethe applicable index or benchmark rate of 10% or more compared to the spread in effect as of the date of purchase by the Issuer of such Collateral Obligation; or

(b) such Collateral Obligation has a Market Value above the higher of (i) par and (ii) the initial purchase price paid by the Issuer for such Collateral Obligation.

““Credit Improved Obligation””: Any Collateral Obligation which, in the judgment of the Collateral Manager (which may not be called into question due to subsequent events or investment determinations made by the Collateral Manager for its other clients or investment vehicles managed by the Collateral Manager), has improved in credit quality after it was acquired by the Issuer; provided, that during a Restricted Trading Period, a Collateral Obligation will qualify as a Credit Improved Obligation only if (i) it has been upgraded by S&P at least one rating sub-category (which rating may include a credit estimate) or has been placed and remains on a credit watch with positive implication by S&P since it was acquired by the Issuer, (ii) the Credit Improved Criteria are satisfied with respect to such Collateral Obligation or (iii) a Majority of the Controlling Class consents to treat such Collateral Obligation as a Credit Improved Obligation..

““Credit Risk Criteria””: The criteria that will be met if, with respect to any Collateral Obligation, any of the following occur:

(a) the spread over LIBOR or other referencethe applicable index or benchmark rate for such Collateral Obligation has been increased since the date of purchase by the Issuer by (A) 0.25% or more (in the case of a Collateral Obligation with a spread over the applicable reference rate selected by the Collateral Manager in the exercise of its reasonable business judgment (prior to such increase) less than or equal to 2%), (B) 0.375% or more (in the case of a Collateral Obligation with a spread over the applicable reference rate selected by the Collateral Manager in the exercise of its reasonable business judgment (prior to such increase) greater than 2% but less than or

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equal to 4%) or (C) 0.5% or more (in the case of a Collateral Obligation with a spread over the applicable reference rate selected by the Collateral Manager in the exercise of its reasonable business judgment (prior to such increase) greater than 4%) due, in each case, to a deterioration in the related Obligor’s financial ratios or financial results in accordance with the Underlying Documents relating to such Collateral Obligation; or

(b) the Market Value of such Collateral Obligation has decreased by at least 2.5% of the price paid by the Issuer for such Collateral Obligation due to a deterioration in the related Obligor’s financial ratios or financial results in accordance with the Underlying Documents relating to such Collateral Obligation.

““Credit Risk Obligation””: Any Collateral Obligation that, in the judgment of the Collateral Manager (which may not be called into question due to subsequent events or investment determinations made by the Collateral Manager for its other clients or investment vehicles managed by the Collateral Manager), has a material risk of declining in credit quality or price; provided, that during a Restricted Trading Period, a Collateral Obligation will qualify as a Credit Risk Obligation for purposes of sales of Collateral Obligations only if (i) such Collateral Obligation has been downgraded by S&P at least one rating sub-category (which rating may include a credit estimate) or has been placed and remains on a credit watch with negative implication by S&P since it was acquired by the Issuer, (ii) the Credit Risk Criteria are satisfied with respect to such Collateral Obligation or (iii) a Majority of the Controlling Class consents to treat such Collateral Obligation as a Credit Risk Obligation.

“CRS”: The OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, as amended from time to time, including any implementing legislation or related regulations or guidance notes.

““Current Pay Obligation””: Any Collateral Obligation that would otherwise be treated as a Defaulted Obligation but as to which no payments are due and payable that are unpaid and with respect to which the Collateral Manager has certified to the Collateral Trustee (with a copy to the Collateral Administrator) in writing that it believes, in its reasonable business judgment, that the Obligor of such Collateral Obligation (a) is current on all interest payments, principal payments and other amounts due and payable thereunder and will continue to make scheduled payments of interest thereon and will pay the principal thereof and all other amounts due and payable thereunder by maturity or as otherwise contractually due, (b) if the Obligor is subject to a bankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it to make the scheduled payments on such Collateral Obligation and all interest payments, principal payments and other amounts due and payable thereunder have been paid in Cash when due and (c) the Collateral Obligation has a Market Value of at least 80% of its par value (Market Value being determined, solely for the purposes of clause (c), without taking into consideration clause (iii) of the definition of the term “Market Value”).

““Current Portfolio””: At any time, the portfolio of Collateral Obligations and Cash and Eligible Investments representing Principal Proceeds (determined in accordance with Section 1.3 to the extent applicable), then held by the Issuer.

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““Custodial Account””: The custodial account established pursuant to Section 10.3(b).

““Custodian”” : The meaning specified in the first sentence of Section 3.3(a) with respect to items of collateral referred to therein, and each entity with which an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.

““Cut-Off Date””: Each date on or after the Closing Date on which a Collateral Obligation is transferred to the Issuer.

““Debt””: The Secured Debt and the Preferred Shares, collectively.

““Debt Interest Amount””: With respect to any Class of Secured Debt and Anyany Payment Date, the amount of interest for the related interest accrualInterest Accrual Period payable in respect of each U.S.$100,000 of outstanding principal amount of such Class of Secured Debt.

““Debt Payment Sequence””: The application, in accordance with the Priority of Payments, of Interest Proceeds or Principal Proceeds, as applicable, in the following order:

(i)     (i) to the payment, pro rata and pari passubased upon their respective Aggregate Outstanding Amounts, of principal of the Class AA-NR Notes, the Class A-LR Loans and the Class A-FR Notes, until the Class AA-NR Notes, the Class A-LR Loans and the Class A-FR Notes have been paid in full, ;

(ii)     to the payment of principal of the Class A-FB-R Notes, until the Class A-F B-R Notes have been paid in full;

(iii)      and the Class A Loans, until the Class A Loansto the payment of accrued and unpaid interest (including any defaulted interest) and any Deferred Interest on the Class C Notes until such amounts have been paid in full; and

(iv)     (ii) to the payment of principal of the Class  BC Notes, until the Class BC Notes have been paid in full;

provided that, in connection with any Tax Redemption, Optional Redemption or Clean-Up Call Redemption, holdersRe-Pricing or redemption of Secured Debt, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Debt.

““Default””: Any Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

““Default Rate Dispersion””: As of any date of determination, the number obtained by (a) summing the products for each Collateral Obligation (other than Defaulted Obligations) of (i) the absolute value of (x) the S&P Default RateRating Factor of such

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Collateral Obligation minus (y) the Expected Portfolio Default RateWeighted Average S&P Rating Factor by (ii) the outstanding principal balance at such time of such Collateral Obligation and (b) dividing such sum by the aggregate outstanding principal balance on such date of all Collateral Obligations (other than Defaulted Obligations).

““Defaulted Obligation”: Any”: (x) Each Workout Loan unless and until the date on which it meets the definition of “Collateral Obligation” (as determined on such date and without giving effect to any exclusions for Workout Loans set forth in the definition of “Collateral Obligation”) and (y) any Collateral Obligation included in the Assets as to which:

(a)    a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation (without regard to any grace period applicable thereto (except as otherwise provided in this clause (a)), or waiver or forbearance thereof, after the passage (in the case of a default that in the Collateral Manager’s judgment, as certified to the Collateral Trustee in writing, is not due to credit-related causes) of five (5) Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto);

(b)    the Collateral Manager has knowledge of a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor which is senior or pari passu in right of payment to such Collateral Obligation (without regard to any grace period applicable thereto (except as otherwise provided in this clause (b)), or waiver or forbearance thereof, after the passage (in the case of a default that in the Collateral Manager’s judgment, as certified to the Collateral Trustee in writing, is not due to credit-related causes) of three (3) Business Days or five calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto) and holders of such other debt obligation of the same issuer have accelerated the maturity of all or a portion of such other debt obligation; provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable Obligor or secured by the same collateral);

(c)    other than in the case of DIP Collateral Obligations, the Obligor or others have instituted proceedings to have the Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;

(d)    such Collateral Obligation has an S&P Rating of ““SD”” or ““ CC”” or lower or had such rating before such rating was withdrawn;

(e)    such Collateral Obligation is junior or pari passu in right of payment as to the payment of principal and/or interest to another debt obligation of the same Obligor which has an S&P Rating of ““SD”” or ““ CC”” or lower or had such rating before such rating was withdrawn; provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable Obligor or secured by the same collateral;

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(f)    the Collateral Manager has received notice or a Responsible Officer thereof has actual knowledge that a default has occurred under the Underlying Documents and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the repayment of the Collateral Obligation (but only until such acceleration has been rescinded) in the manner provided in the Underlying Documents;

(g)    the Collateral Manager has in its reasonable commercial judgment otherwise declared such debt obligation to be a ““ Defaulted Obligation””;

(h)    such Collateral Obligation is a Participation Interest with respect to which the Selling Institution has defaulted in any respect in the performance of any of its payment obligations under the Participation Interest;

(i)    such Collateral Obligation is a Participation Interest in a Loan that would, if such Loan were a Collateral Obligation, constitute a ““ Defaulted Obligation”” or with respect to which the Selling Institution has an S&P Rating of ““ SD”” or ““ CC”” or lower or had such rating before such rating was withdrawn;

(j) such Collateral Obligation is a Deferring Obligation; or

(k)    such Collateral Obligation has, since the date it was acquired by the Issuer, become subject to an amendment, waiver or modification that had the effect of reducing the principal amount of such Collateral Obligation; or

(l)     a Material Covenant Default has occurred and is continuing with respect to such Collateral Obligation;

provided that (i) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to clauses (b) through (e) above if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Loan) is a Current Pay Obligation; provided that and (ii) the Aggregate Principal Balance of Current Pay Obligations exceeding 7.55.0 % of the Collateral Principal Amount will be treated as Defaulted Obligations.

Notwithstanding anything in this Indenture to the contrary, the Collateral Manager shall give the Collateral Trustee prompt written notice should any Collateral Obligation become a Defaulted Obligation. Until so notified or until a Trust Officer obtains actual knowledge that a Collateral Obligation has become a Defaulted Obligation, the Collateral Trustee shall not be deemed to have any notice or knowledge that a Collateral Obligation has become a Defaulted Obligation. Notwithstanding the foregoing, the Collateral Trustee shall remain obligated to perform its duties set forth in and in accordance with Section 6.13 hereof.

““Defaulted Obligation Balance””: For any Defaulted Obligation or Long Dated Obligation, the S&P Collateral Value of such Defaulted Obligation or Long Dated Obligation; provided (x) that the Defaulted Obligation Balance will be zero if the Issuer has ownedfor (w) any such Defaulted Obligation or Long Dated Obligation that the Issuer has owned for more

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than three years aftersince its default date (in the case of Defaulted Obligations) or modification or amendment date (in the case of Long Dated Obligations) and, (yx) solely with respect toany Excess Long Dated Obligations, the Defaulted Obligation Balance for any portion of(y) any Long Dated Obligations in excess of 5% of the Collateral Principal Amount will be treated as an Equity Security for all purposes under this Indenture.with a stated maturity beyond two years following the earliest Stated Maturity of any Secured Debt Outstanding and (z) any Additional Long Dated Obligations.

“Deferrable Note”: The Notes specified as such in Section 2.3.

““Deferrable Obligation””: A Collateral Obligation (including any Permitted Deferrable Obligation) that by its terms permits the deferral or capitalization of payment of accrued, unpaid interest.

“Deferred Subordinated Management Fee”: The amount of the Subordinated Management Fee deferred on a Payment Date for any reason (including a voluntary deferral). Any portion of such amount that is not paid on a Payment Date for any reason other than a voluntary deferral shall accrue interest at a rate per annum equal to the Benchmark for the period beginning on the first Payment Date on which the Subordinated Management Fee was due (and not paid) through the Payment Date on which the Deferred Subordinated Management Fee (including accrued interest) is paid.

“Deferred Interest”: The meaning specified in Section 2.8(a).

““Deferring Obligation””: A Deferrable Obligation (other than a Permitted Deferrable Obligation) that is deferring the payment of the cash interest due thereon and has been so deferring the payment of such cash interest due thereon (i) with respect to Collateral Obligations that have an S&P Rating of at least “BBB-”, for the shorter of two consecutive accrual periods or one year, and (ii) with respect to Collateral Obligations that have an S&P Rating of “BB+” or below, for the shorter of one accrual period or six consecutive months, which deferred capitalized interest has not, as of the date of determination, been paid in Cash.

““Delayed Drawdown Collateral Obligation””: A Collateral Obligation that (a) requires the Issuer to make one or more future advances to the borrower under the Underlying Documents relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the borrower thereunder; but any such Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until all commitments by the Issuer to make advances to the borrower expire or are terminated or are reduced to zero.

““Deliver”” or ““ Delivered” ” or ““Delivery””: The taking of the following steps:

(i)    in the case of each Certificated Security (other than a Clearing Corporation Security), and Instrument and Participation Interest in which the underlying loan is represented by an Instrument(except as provided in subsection (vii) hereof),