Dealer Common Terms Deed Poll, dated October 8, 2024, by Blue Owl Credit Income Corp. and Blue Owl Credit Advisors LLC

Details

General terms

Part 1 The Program

1

1.1

1.2

2

2.1

2.2

2.3

2.4

3

3.1

3.2

Part 2 Notes

4

4.1

4.2

4.3

4.4

5

5.1

5.2

5.3

5.4

Part 3 Payment and issue of Notes

6

6.1

6.2

6.3

Part 4 Standard terms

7

7.1

7.2

7.3

7.4

7.5

7.6

7.7

Dealer Common Terms Deed Poll

8 October 2024

8

8.1

8.2

8.3

8.4

8.5

9

9.1

9.2

9.3

9.4

9.5

10

11

11.1

11.2

11.3

11.4

11.5

11.6

11.7

Part 5 Dealers and Agents

12

12.1

12.2

12.3

12.4

13

14

15

16

16.1

16.2

16.3

16.4

16.5

16.6

17

Part 6 General

18

19

19.1

Dealer Common Terms Deed Poll

8 October 2024

19.2

19.3

19.4

20

20.1

20.2

20.3

20.4

20.5

20.6

20.7

21

21.1

21.2

21.3

21.4

21.5

21.6

21.7

21.8

21.9

21.10

21.11

21.12

21.13

21.14

21.15

22

23

23.1

23.2

23.3

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Signing page

Dealer Common Terms Deed Poll

8 October 2024

Dealer Common Terms Deed Poll

8 October 2024

Interpretation

Definitions

the agreement entitled “Agency and Registry Services Agreement” dated 8 October 2024 between the Issuer and BTA Institutional Services Australia Limited (ABN 48 002 916 396);

any other agreement between the Issuer and a Registrar in relation to the establishment and maintenance of a Register (and/or the performance of any payment or other duties) for any issue of Notes; and/or

any other agency agreement between the Issuer and an Agent in connection with any issue of Notes;

Dealer Common Terms Deed Poll

8 October 2024

in relation to any Note denominated in Australian dollars, the principal amount of that Note; and

in relation to any Note denominated in any other currency, the amount in Australian dollars which would be required to purchase the principal amount of that Note as expressed in that other currency at the spot rate of exchange for the purchase of that other currency with Australian dollars quoted by the Calculation Agent or (if none) the Dealer at or about 11.00 am on that day;

Officer means:

in the case of a Dealer or a Lead Manager, a director or secretary of that party or an officer of that party whose title contains the word “director”, “chief”, “head”, “president”, “manager”, “dealer”, “managing director” or “vice president” or a person performing the functions of any of them, or any other person appointed by that party as an Authorised Officer for the purposes of the Program Documents and the Notes; and

in the case of the Issuer:

a person appointed by the Issuer as an Authorised Officer for the purposes of the Program Documents and Notes; or

any other person duly authorised by the Issuer to act on its behalf in connection with the Program;

in relation to the United Kingdom, the UK Bail-in Legislation; or

in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; or

any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;

a day on which banks are open for general banking business in Sydney and in each other (if any) Relevant Financial Centre specified in the Pricing Supplement (not being a Saturday, Sunday or public holiday in that place); and

Dealer Common Terms Deed Poll

8 October 2024

if a Note to be held in a Clearing System is to be issued or a payment is to be made in respect of a Note held in a Clearing System, a day on which each the Clearing System in which the relevant Note is lodged is operating;

the Austraclear System; or

any other clearing system outside Australia specified in the Pricing Supplement;

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

the deed poll entitled “Note Deed Poll” dated 8 October 2024; and

such other deed poll that supplements, amends, restates, modifies or replaces the deed poll referred to above, or which is otherwise acknowledged in writing to be a deed poll for the purposes of the Program,

Dealer Common Terms Deed Poll

8 October 2024

the Information Memorandum dated 8 October 2024 or the then latest information memorandum which replaces that document; or

the information memorandum or other offering document referred to in the applicable Pricing Supplement,

Dealer Common Terms Deed Poll

8 October 2024

this deed poll;

each Deed Poll;

each Agency Agreement;

each Relevant Agreement;

each Pricing Supplement; and

any other document which the Issuer acknowledges in writing to be a Program Document;

S&P Global Ratings, a division of S&P Global Inc., or any of its subsidiaries;

Moody’s Investors Service, Inc. or any of its subsidiaries;

Fitch Ratings Inc. or any of its subsidiaries; and/or

any other internationally recognised rating agency specified in a Pricing Supplement in relation to a Series of Notes;

Dealer Common Terms Deed Poll

8 October 2024

BTA Institutional Services Australia Limited (ABN 48 002 916 396); and/or

any other person appointed by the Issuer under a relevant Agency Agreement to establish and maintain the Register in respect of a Tranche of Notes on the Issuer’s behalf from time to time;

Dealer Common Terms Deed Poll

8 October 2024

the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder; and

Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

General interpretation

a group of persons is a reference to any two or more of them jointly and to each of them individually;

an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

an agreement, representation or warranty by two or more persons binds them jointly and each of them individually, but an agreement, representation or warranty by a Dealer binds that Dealer individually only;

anything (including any amount) is a reference to the whole and each part of it;

a document (including this deed poll) includes its annexures and schedules and any amendment, variation or replacement of, or supplement to it;

a “law” includes common law, principles of equity, decree and any statute or other law made by any parliament (and a statute or other law made by parliament includes any regulation and other instrument under it and any consolidation, amendment, re-enactment or replacement of it);

a “directive” includes a treaty, official directive, request, regulation, guideline or policy (whether or not having the force of law) with which responsible participants in the relevant market generally comply;

the “Corporations Act” means the Corporations Act 2001 of Australia;

“Australian dollars”, “AUD” or “A$” is a reference to the lawful currency of Australia;

“US dollars”, “United States dollars”, “USD” or “US$” is a reference to the lawful currency of the United States;

a time of day is a reference to Sydney time;

Dealer Common Terms Deed Poll

8 October 2024

if a notice must be given within a certain period of days, the day on which the notice is given, and the day on which the thing is to happen, are not to be counted in calculating that period;

a “person” includes an individual, corporation, company, firm, tribunal, undertaking, association, organisation, partnership, joint venture, trust, limited liability company, unincorporated organisation or government or any agency, instrumentality or political subdivision thereof; in each case whether or not being a separate legal entity;

a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

the singular includes the plural and vice versa;

a “party” is a reference to a party to this deed poll and to a person who is a party to a Relevant Agreement; and

the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

The Program

The Program

Term of the Program

Currencies

it being lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary, regulatory or other authority, for Notes denominated in that currency to be issued, offered for sale and sold;

that other currency being freely transferable and freely convertible into Australian dollars or as otherwise accepted by the Dealer;

Notes denominated in that other currency being capable of being transacted through the relevant Clearing System unless otherwise accepted by the Dealer; and

any appropriate amendments which the Issuer, the relevant Dealer or the relevant Calculation Agent require having been made to this deed poll or any other Program Document.

Dealer Common Terms Deed Poll

8 October 2024

Additional issuance

Conditions precedent

Conditions to each issue

there is an Information Memorandum in relation to those Notes that has not been withdrawn or superseded and there is an Agency Agreement and a Deed Poll in full force and effect;

a Relevant Agreement has been agreed between the Issuer and the Dealer and has been duly executed by the Issuer and the Dealer;

the form of the Pricing Supplement in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer and the relevant Dealer and the Pricing Supplement having been executed by the Issuer and delivered to each Dealer;

the representations and warranties of the Issuer set out in clause 9.1 (“Representations and warranties”) and the representations and warranties of the Adviser set out in clause 9.2 (“Representations and warranties by the Adviser”) (in each case, save as expressly disclosed in writing by the Issuer or the Adviser (as the case may be) to, and acknowledged in writing by, such Dealer prior to the date of the Relevant Agreement) being true and correct on the date of the Relevant Agreement and on the proposed Issue Date, in each case by reference to the facts and circumstances then existing;

except as disclosed in or incorporated by reference into the Information Memorandum or as expressly disclosed in writing by the Issuer or the Adviser (as the case may be) to the Dealer, since the date of the most recent financial statements of the Issuer incorporated by reference in the Information Memorandum:

there has not been any material change in the capital stock of the Issuer, short-term debt or long-term debt of the Issuer or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Issuer on any class of capital stock, or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Issuer and its subsidiaries taken as a whole;

neither the Issuer nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Issuer and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Issuer and its subsidiaries taken as a whole;

neither the Issuer nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Issuer and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority;

Dealer Common Terms Deed Poll

8 October 2024

there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser and its subsidiaries taken as a whole; and

neither the Adviser nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Adviser and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority,

no action shall have been taken and no statute, rule, regulation, or order shall have been enacted, adopted, or issued by any federal, state, or foreign governmental or regulatory authority that would, as of the Issue Date, prevent the issuance and sale of the Notes and no injunction or order of any federal, state, or foreign court shall have been issued that would, as of the Issue Date, prevent the issuance and sale of the Notes;

on or after the date of the Relevant Agreement, in respect of any debt securities or preferred stock of, or guaranteed by, the Issuer or any of its subsidiaries that are rated by a “nationally recognised statistical rating organisation” (as defined in Section 3(a)(62) of the U.S. Exchange Act), there shall not have been:

any downgrading in the rating accorded to any such debt securities or preferred stock; and

any public announcement by such organisation that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading);

in the case of Notes which are intended to be listed, the relevant Stock Exchange or any other relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes;

in respect of any Notes which are to be rated, confirmation that each relevant Rating Agency has been received by the Dealer that the relevant ratings have been or, as appropriate, will be assigned to the Notes;

the Issuer has delivered to the Dealer:

a signed and dated Issuer Officer’s Certificate;

a signed and dated Adviser Officer’s Certificate;

confirmation of the good standing of the Issuer and its subsidiaries in their respective jurisdictions of organisation and their good standing as foreign entities in such other jurisdictions as the Dealer may reasonably request; and

Dealer Common Terms Deed Poll

8 October 2024

a list of the names and titles and specimen signatures of the Authorised Officers authorised to sign on behalf of the Issuer the Relevant Agreement and any other notices and documents to be delivered in connection with the issue of the Notes;

the aggregate nominal amount of the Notes to be issued, when added to the aggregate nominal amount of all Notes outstanding on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding the Program Amount; and

such other conditions as may be agreed under the Relevant Agreement have been satisfied or waived (including that the Dealer has received such legal opinions and copies of any other approvals or documents specified as conditions precedent in the Relevant Agreement in a form and substance satisfactory to it).

Benefit of conditions and waiver

Procedures for offer and acceptance of Notes

Issue of Notes to Dealers

Promotion of secondary market in Syndicated Issue

No obligation to facilitate liquidity in Private Issue

each Dealer in relation to a Private Issue of Notes (not being a further Tranche of an existing Syndicated Issue of Notes issued by way of Private Issue) is not obliged to facilitate liquidity in those Notes; and

each Dealer in relation to a further Tranche of an existing Syndicated Issue of Notes issued by way of Private Issue, agrees to use reasonable endeavours, subject to market conditions, applicable laws and directives, to facilitate liquidity in those Notes in the secondary market.

Dealer Common Terms Deed Poll

8 October 2024

Third party sales by the Issuer

Form of Notes

Form of Notes

Pricing Supplement

Relevant Agreement

Description of Notes

Payment and issue of Notes

Clearing Systems

through a Clearing System;

outside any Clearing System; or

by a combination of (a) and (b).

Transactions through a Clearing System

the Issuer agrees to:

procure the issue of the Notes and their registration in the name of the operator of the Clearing System (or as otherwise directed by the operator) as agreed with the Dealer in accordance with the terms of the Relevant Agreement; and

Dealer Common Terms Deed Poll

8 October 2024

lodge the Notes, or arrange for the Notes to be lodged in the relevant Clearing System and request that those Notes be transferred to the account of each Dealer (or any other account as directed by that Dealer) against payment of the relevant portion of the Purchase Price; and

each Dealer agrees to pay the Purchase Price for the relevant Notes to be purchased by it:

in the case of Notes to be lodged in the Austraclear System, by effecting settlement through the Austraclear System on the Issue Date for those Notes;

in the case of Notes lodged in another Clearing System, by transferring funds to the relevant account of a paying agent with that Clearing System or its nominee for value on the Issue Date for those Notes; or

in any other manner agreed between the Issuer and that Dealer.

Clearing System rules apply

Dealers’ acknowledgments and obligations

No disclosure document or prospectus

no prospectus or other disclosure document in relation to Notes or the Program has been lodged with the Australian Securities and Investments Commission or any other authority; and

no action has been taken, or will be taken, in any jurisdiction which would permit a public offering of the Notes, or possession or distribution of the Information Memorandum or any other offering material in relation to Notes, in any jurisdiction where action for that purpose is required.

Dealers to observe applicable law

Each Dealer agrees to comply with any applicable law or directive in any jurisdiction in which it subscribes for, offers, sells, transfers or delivers Notes or distributes any Information Memorandum or other offering material in relation to the Notes, provided that a Dealer shall not be liable for a breach of this clause 7.2(a) to the extent that the breach is as a result of the fraud, wilful default or gross negligence of, or breach of this deed poll (including any Relevant Agreement) by, the Issuer.

Nothing in this clause 7.2 shall imply that a Dealer is liable or responsible for the content or issue of the Information Memorandum or the content of any other information issued by or on behalf of the Issuer, which information (other than information provided by the Dealers) is the sole responsibility of the Issuer.

Dealer Common Terms Deed Poll

8 October 2024

Selling Restrictions

this deed poll;

the Selling Restrictions; and

any additional restrictions or changes to the Selling Restrictions which are set out in the applicable Relevant Agreement or the relevant Pricing Supplement.

Change to Selling Restrictions

Dealers to obtain authorisations

Dealer’s right to suspend or cancel

a change in a law or directive;

a change in the interpretation or administration of a law or directive by an authority; or

a law or directive,

Extent and duration

must apply only to the extent necessary to avoid the illegality or impossibility; and

in the case of suspension, may continue only for so long as the illegality or impossibility continues.

Dealer Common Terms Deed Poll

8 October 2024

Information Memorandum

Issuer to send copies of the Information Memorandum and other documents

the Information Memorandum and each supplement, amendment, modification or replacement of it; and

the other documents from time to time incorporated by reference in it including each Pricing Supplement relating to the Notes (provided that the Issuer shall not be required to send to any Dealer any documents incorporated by reference in the Information Memorandum that are available on the EDGAR system of the United States Securities and Exchange Commission).

Authority to distribute

Subject to clause 7 (“Dealers’ acknowledgements and obligations”), the Issuer authorises each Dealer to give to actual and potential purchasers of the Notes copies of, and make oral statements consistent with, the Information Memorandum or other information approved by the Issuer under clause 8.4(b) (“Authorised information”) in accordance with the conditions contained in the Information Memorandum and this deed poll.

The Issuer may from time to time update the Information Memorandum and each Dealer agrees to only use the most recent Information Memorandum received by it except as otherwise permitted under clause 8.5 (“Secondary market distribution”).

Withdrawal of Information Memorandum

advise the Dealers that the Information Memorandum is to be withdrawn; or

ensure that a new Information Memorandum (or a supplement to the existing Information Memorandum) is prepared and made available to the Dealers.

Authorised information

Dealer Common Terms Deed Poll

8 October 2024

copies of written confirmation of ratings made by a Rating Agency in relation to the Issuer, the Notes or the Program which have not been notified to that Dealer by the Issuer, or that the Dealer is not otherwise aware, as being withdrawn or out of date and in accordance with any requirements from the Rating Agency;

any other information or representation approved in writing from time to time by the Issuer and which has not been notified to that Dealer by the Issuer, or that the Dealer is not otherwise aware, as being withdrawn or out of date;

any information which is in the public domain; and

any research papers prepared by the relevant Dealer or its affiliates in the ordinary course of its business.

any information distributed pursuant to paragraphs (a), (c) or (d) above; or

any other information or representation (unless authorised by the Issuer pursuant to paragraph (b) above),

Secondary market distribution

Representations and warranties

Representations and warranties by the Issuer

(organisation and good standing) the Issuer and each of its subsidiaries have been duly organised and are validly existing and in good standing under the laws of their respective jurisdictions of organisation, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

Dealer Common Terms Deed Poll

8 October 2024

(due authorisation)

the Issuer has corporate power and authority to execute and deliver the Program Documents and to issue the Notes and to perform its obligations thereunder; and

all action required to be taken for the due and proper authorisation, execution and delivery by the Issuer of the Program Documents and the issue of the Notes and the consummation by it of the transactions contemplated thereby has been duly and validly taken;

(binding obligations) the Program Documents constitute, and the Notes, when issued as provided in the Conditions and the Deed Poll, will constitute, valid and binding obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability;

(Information Memorandum) the Information Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or deceptive or likely to mislead or deceive;

(financial statements) the financial statements (including the related notes thereto) of the Issuer and its consolidated subsidiaries incorporated by reference in the Information Memorandum present fairly in all material respects the financial position of the Issuer and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flow for the periods specified and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby;

(no material adverse change) except as disclosed in or incorporated by reference into the Information Memorandum or as expressly disclosed in writing to the Issuer to the Dealer, since the date of the most recent financial statements of the Issuer incorporated by reference in the Information Memorandum:

there has not been any material change in the capital stock of the Issuer, short-term debt or long-term debt of the Issuer or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Issuer on any class of capital stock, or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Issuer and its subsidiaries taken as a whole;

neither the Issuer nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Issuer and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Issuer and its subsidiaries taken as a whole; and

Dealer Common Terms Deed Poll

8 October 2024

neither the Issuer nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Issuer and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority;

(no registration)

none of the Issuer, its Affiliates or any person acting on its or their respective behalf has, directly or indirectly, made offers or sales of any Notes, or solicited offers to buy, any Notes under circumstances that would require the registration of the Notes under the Securities Act; and

no registration under the Securities Act of the Notes is required for the offer and sale of the Notes to or by the Dealers in the manner contemplated herein and in the Information Memorandum;

(no general solicitation)

none of the Issuer or any of its Affiliates or any other person acting on its or their behalf (other than the Dealer, as to which no representation is made) has solicited offers for, or offered or sold, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and

each of the Issuer, its Affiliates and each person acting on its or their behalf has complied with the offering restrictions requirements of Regulation S under the Securities Act with respect thereto;

(no violation or default) neither the Issuer nor any of its subsidiaries is:

in violation of its charter or by-laws or similar organisational documents;

in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject; or

in violation of any law or statute applicable to the Issuer or any of its subsidiaries or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Issuer or any of its subsidiaries,

(no conflicts) the execution, delivery, and performance by the Issuer of the Program Documents and the issuance and sale of the Notes, and the consummation of the transactions contemplated those documents and the performance by the Issuer of its obligations thereunder will not:

Dealer Common Terms Deed Poll

8 October 2024

conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject;

result in any violation of the provisions of the charter or by-laws or similar organisational documents of the Issuer or any of its subsidiaries; or

result in the violation of any law or statute applicable to the Issuer or any of its subsidiaries or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Issuer or any of its subsidiaries,

(no consents required) no consent, approval, authorisation, order, licence, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery, and performance by the Issuer of the Program Documents, the issuance and sale of the Notes, and the consummation of the transactions contemplated by the Program Documents, except for:

such consents, approvals, authorisations, orders, licences, registrations or qualifications as have already been obtained or made;

such consents, approvals, authorisations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Notes by the Dealers; and

where the failure to obtain any such consent, approval, authorisation, order, licence, registration or qualification would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(legal proceedings) except as disclosed in or incorporated by reference into the Information Memorandum:

there are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending to which the Issuer or any of its subsidiaries is or, to the knowledge of the Issuer, may be reasonably expected to become a party or to which any property of the Issuer or any of its subsidiaries is or, to the knowledge of the Issuer, may be reasonably expected to become the subject that, individually or in the aggregate, if determined adversely to the Issuer or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and

Dealer Common Terms Deed Poll

8 October 2024

no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Issuer, contemplated by any governmental or regulatory authority or threatened by others, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(notification of election) when Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act was filed with the SEC, it:

contained all statements required to be stated therein in accordance with, and complied in all material respects with the requirements of, the Investment Company Act; and

did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(election to be treated as a “Business Development Company”)

the Issuer has duly elected to be treated by the SEC under the Investment Company Act as a business development company, such election is effective and the Issuer has not withdrawn such election and, to the Issuer’s knowledge, the SEC has not ordered such election to be withdrawn nor, to the Issuer’s knowledge, have proceedings to effectuate such withdrawal been initiated or threatened by the SEC;

the provisions of the charter and bylaws of the Issuer and the investment objectives, policies and restrictions of the Issuer described in the Information Memorandum, assuming they are implemented as described, comply in all material respects with the requirements of the Investment Company Act; and

the operations of the Issuer are in compliance in all material respects with the provisions of the Investment Company Act applicable to business development companies;

(title to real and personal property) except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Issuer and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to clause 9.1(p)) that are material to the business of the Issuer and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except:

as otherwise disclosed in or incorporated by reference into the Information Memorandum; or

those that do not materially interfere with the use made and proposed to be made of such property by the Issuer and its subsidiaries;

(title to intellectual property)

except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:

Dealer Common Terms Deed Poll

8 October 2024

the Issuer and its subsidiaries, to the knowledge of the Issuer, own or possess, or can acquire on reasonable terms, adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licences and know-how (including trade secrets) necessary for the conduct of their respective businesses as currently conducted; and

to the knowledge of the Issuer, the conduct of their respective businesses as currently conducted does not conflict with any such rights of others;

the Issuer and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licences, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in a Material Adverse Effect;

(Investment Company Act)

the Issuer is not and its subsidiaries are not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Information Memorandum, neither the Issuer nor its subsidiaries will be, required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act; and

no person is serving or acting as an officer, director or investment adviser of the Issuer or any subsidiary of the Issuer except in accordance with the applicable provisions of the Investment Company Act and the Advisers Act;

(licences and permits)

the Issuer and its subsidiaries possess all licences, certificates, permits, and other authorisations issued by, and have made all declarations and filings with, the appropriate federal, state, local, or foreign governmental or regulatory authorities having jurisdiction over the Issuer and its subsidiaries that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Information Memorandum, except where the failure to possess or make the same would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and

except as disclosed in or incorporated by reference into the Information Memorandum, neither the Issuer nor any of its subsidiaries has received written notice of any revocation or modification of any such licence, certificate, permit, or authorisation, or has any reason to believe that any such licence, certificate, permit, or authorisation will not be renewed in the ordinary course, except where such revocation, modification, or non-renewal would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(insurance)

the Issuer and its subsidiaries carry or are entitled to the benefits of insurance covering their respective properties, operations, personnel, and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Issuer reasonably believes are adequate to protect the Issuer and its subsidiaries and their respective businesses; and

Dealer Common Terms Deed Poll

8 October 2024

neither the Issuer nor any of its subsidiaries has:

received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance; or

any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business,

(Sarbanes-Oxley Act) to the extent application to the Issuer, there is and has been no failure on the part of the Issuer or, to the knowledge of the Issuer, any of its directors or officers in their capacities as such, to comply in all material respects with the provisions of the United States Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications;

(regulated Investment Company)

the Issuer has elected to be treated and operates and intends to operate its business in such a manner so as to enable the Issuer to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code; and

the Issuer intends to direct the investment of the proceeds of the offering of the Notes in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code;

(no unlawful payments)

neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee, affiliate, or other person associated with or acting on behalf of the Issuer or any of its subsidiaries has:

used any funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity;

made or taken an act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;

Dealer Common Terms Deed Poll

8 October 2024

violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws (collectively, the “Anti-Corruption Laws”); or

made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback, or other unlawful or improper payment or benefit; and

the Issuer and its subsidiaries have instituted, maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Corruption Laws;

(compliance with anti-money laundering laws) the operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) of all jurisdictions having jurisdiction over the Issuer and its subsidiaries and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Issuer and its subsidiaries is pending or, to the best knowledge of the Issuer, threatened;

(no conflicts with sanctions laws)

neither the Issuer nor any of its subsidiaries, nor, to the knowledge of the Issuer, any of their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”, and each such subject or target, a “Sanctioned Person”), nor is the Issuer or any of its subsidiaries located, organised, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Russia, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, Syria and Venezuela, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”);

Dealer Common Terms Deed Poll

8 October 2024

the Issuer will not directly or indirectly use the proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor, or otherwise) of Sanctions; and

since the inception of the Issuer, the Issuer and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory; and

(Program Amount not exceeded) as of the Issue Date of any Tranche (after giving effect to the issue of such Notes and to any other Notes to be issued, and to the redemption of any Notes to be redeemed, on or prior to such Issue Date), the aggregate nominal amount outstanding of Notes issued under the Program will not exceed the Program Amount.

Representations and warranties by the Adviser

(no material adverse change) except as disclosed in or incorporated by reference into the Information Memorandum or as expressly disclosed in writing by the Adviser to the Dealer, since the date of the most recent financial statements of the Issuer incorporated by reference in the Information Memorandum:

there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser and its subsidiaries taken as a whole; and

neither the Adviser nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Adviser and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority;

(organisation and good standing) the Adviser and each of its subsidiaries have been duly organised and are validly existing and in good standing under the laws of their respective jurisdictions of organisation, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect;

Dealer Common Terms Deed Poll

8 October 2024

(registration as an Investment Adviser) the Adviser is duly registered with the SEC as an investment adviser under the Advisers Act and the Adviser is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Management Agreement as an investment adviser to the Issuer, as contemplated by the Information Memorandum. There does not exist any proceeding or, to the Adviser’s knowledge, any facts or circumstances, the existence of which would lead to any proceeding which would reasonably be expected to adversely affect the registration of the Adviser with the SEC;

(Dealer Common Terms Deed Poll) this deed poll has been duly authorised, executed, and delivered by the Adviser;

(Investment Management Agreement and the Administration Agreement) the Investment Management Agreement and the Administration Agreement have each been duly authorised, executed and delivered by the Adviser and are valid and binding obligations of the Adviser, enforceable against the Adviser in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability;

(no violation or default) neither the Adviser nor any of its subsidiaries is:

in violation of its charter or by-laws or similar organisational documents;

in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser or any of its subsidiaries is a party or by which the Adviser or any of its subsidiaries is bound or to which any of the property or assets of the Adviser or any of its subsidiaries is subject; or

in violation of any law or statute applicable to the Adviser or any of its subsidiaries or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser or any of its subsidiaries,

(no conflicts) the execution, delivery, and performance by the Adviser of this deed poll and the performance by the Adviser of the Investment Management Agreement and the Administration Agreement will not:

conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Adviser or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Adviser or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Adviser or any of its subsidiaries is subject;

result in any violation of the provisions of the charter or by-laws or similar organisational documents of the Adviser or any of its subsidiaries; or

Dealer Common Terms Deed Poll

8 October 2024

result in the violation of any law or statute applicable to the Adviser or any of its subsidiaries or any judgment, order, rule, or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Adviser or any of its subsidiaries,

(no consents required) no consent, approval, authorisation, order, licence, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery, and performance by the Adviser of this deed poll or the performance by the Adviser of the Investment Management Agreement and the Administration Agreement, except for:

such consents, approvals, authorisations, orders, licences and registrations or qualifications as have already been obtained or made; and

where the failure to obtain any such consent, approval, authorisation, order, licence, registration or qualification would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect;

(legal proceedings) except as disclosed in or incorporated by reference into the Information Memorandum:

there are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending to which the Adviser or any of its subsidiaries is or, to the knowledge of the Adviser, may be reasonably expected to become a party or to which any property of the Adviser or any of its subsidiaries is or, to the knowledge of the Adviser, may be reasonably expected to become the subject that, individually or in the aggregate, if determined adversely to the Adviser or any of its subsidiaries, would reasonably be expected to have an Adviser Material Adverse Effect; and

no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Adviser, contemplated by any governmental or regulatory authority or threatened by others, except as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect;

(licences and permits)

the Adviser and its subsidiaries possess all licences, certificates, permits, and other authorisations issued by, and have made all declarations and filings with, the appropriate federal, state, local, or foreign governmental or regulatory authorities having jurisdiction over the Adviser and its subsidiaries that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Information Memorandum, except where the failure to possess or make the same would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect; and

Dealer Common Terms Deed Poll

8 October 2024

except as described in the Information Memorandum, neither the Adviser nor any of its subsidiaries has received written notice of any revocation or modification of any such licence, certificate, permit, or authorisation, or has any reason to believe that any such licence, certificate, permit, or authorisation will not be renewed in the ordinary course, except where such revocation, modification, or non-renewal would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect;

(description of the Adviser) the description of the Adviser in the Information Memorandum does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or deceptive or likely to mislead or deceive;

(financial resources) the Adviser has the financial resources available to it necessary for the performance of its services and obligations contemplated in the Information Memorandum and under this deed poll, the Investment Management Agreement and the Administration Agreement;

(no unlawful payments)

neither the Adviser nor any of its subsidiaries nor, to the knowledge of the Adviser, any director, officer, agent, employee, affiliate, or other person associated with or acting on behalf of the Adviser or any of its subsidiaries has:

used any funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity;

made or taken an act in furtherance of an offer, promise, or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;

violated or is in violation of any provision of the Anti-Corruption Laws; or

made, offered, agreed, requested, or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback, or other unlawful or improper payment or benefit;

the Adviser and its subsidiaries have instituted, maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all Anti-Corruption Laws;

(compliance with anti-money laundering laws) the operations of the Adviser and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser and its subsidiaries, and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Adviser or any of its subsidiaries with respect to the Anti-Money Laundering Laws of all jurisdictions having jurisdiction over the Adviser and its subsidiaries is pending or, to the knowledge of the Adviser, threatened;

Dealer Common Terms Deed Poll

8 October 2024

(no conflicts with sanctions laws)

neither the Adviser nor any of its subsidiaries nor, to the knowledge of the Adviser, any of their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any Sanctions, nor is the Adviser, any of its subsidiaries located, organised, or resident in a Sanctioned Territory; and

since the inception of the Adviser, the Adviser and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory;

(no general solicitation) neither the Adviser nor any of its Affiliates or any other person acting on their behalf (other than the Dealers, as to which no representation is made) has solicited offers for, or offered or sold, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and

(no labour disputes) no labour disturbance by or dispute with employees of the Adviser or any of its subsidiaries exists or, to the knowledge of the Adviser, is contemplated or threatened, and the Adviser is not aware of any existing or imminent labour disturbance by, or dispute with, the employees or any of its or its subsidiaries’ principal suppliers, contractors, or customers, except in each case as would not reasonably be expected to have an Adviser Material Adverse Effect.

Repetition of representations and warranties

the date of each Relevant Agreement;

the relevant Issue Date; and

each intervening date,

Reliance

Full force and effect

Dealer Common Terms Deed Poll

8 October 2024

Undertakings

(notification of Event of Default) it will notify any relevant Dealer of any Event of Default in respect of any applicable Series of Notes (and the steps, if any, being taken to remedy it);

(no registration under Securities Act) none of the Issuer, its Affiliates, or any person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Notes under the Securities Act;

(no general solicitation) none of the Issuer or any of its Affiliates or any other person acting on its or their behalf (other than the Dealers) will solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act;

(listing and trading) in relation to any Notes agreed by the Issuer and the Purchasing Dealer to be admitted to listing, trading and/or quotation by a Stock Exchange, the Issuer will use its reasonable efforts to procure the admission to listing, trading and/or quotation of such Notes on such Stock Exchange until none of the Notes is outstanding; provided that, if it should, in the Issuer’s opinion, be impracticable or unduly burdensome to maintain any such admission to listing, trading and/or quotation, the Issuer shall use commercially reasonable efforts to procure and maintain as aforesaid an admission to listing, trading and/or quotation for the Notes on such other Stock Exchange as the Issuer may reasonably decide, and shall promptly notify the Dealer(s) accordingly; and

(clear market) during the period commencing on the date of a Relevant Agreement and ending on the Issue Date with respect to any Notes which are intended to be a Syndicated Issue, the Issuer shall not, without the prior consent of the relevant Dealer, issue or agree to issue any other notes, bonds or other debt securities of whatsoever nature (other than Notes to be issued to the same Dealer) where such notes, bonds or other debt securities would have the same maturity and currency as the Notes to be issued on the relevant Issue Date.

Fees, Costs, Taxes and indemnities

Fees, Costs and Taxes

pay to each Dealer all fees or commissions agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any GST or other value added tax thereon);

pay all expenses (together with any GST, value added tax or other tax thereon):

incidental to the performance of its obligations under this deed poll and any Relevant Agreement (including any stamp, documentary, issuance, registration, transfer or other similar taxes or duties);

in relation to any Notes agreed by the Issuer and the Dealer to be admitted to listing, trading and/or quotation by a Stock Exchange, all expenses and listing fees incurred in connection with the application for admission of the Notes to the Stock Exchange; and

Dealer Common Terms Deed Poll

8 October 2024

the cost of obtaining any credit rating for the Notes.

Indemnity from the Issuer

any failure by the Issuer to issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase (unless such failure is as a result of the failure by the relevant Dealer to pay the aggregate Purchase Price for such Notes or a failure of the Clearing System and the Issuer is otherwise ready and able to issue the relevant Notes);

any breach or alleged breach (other than an allegation made by a person having the benefit of this indemnity) by the Issuer of its representations and warranties set out in clause 9 (“Representations and warranties”) or in any Relevant Agreement; or

any untrue statement or alleged untrue statement of any material fact contained in the Information Memorandum, or any amendment or supplement thereto, or in any information authorised by the Issuer under clause 8.4 (“Authorised information”) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or deceptive (or likely to mislead or deceive) (in each case other than an allegation made by a person having the benefit of this indemnity),

the fraud, gross negligence, wilful default or directly from any breach of this deed poll, in each case by that Dealer; or

the distribution by that Dealer of an Information Memorandum (other than under and in compliance with clause 8.5 (“Secondary market distribution”)) containing any misleading or deceptive (or allegedly misleading or deceptive) statement or omission after the Issuer has notified the Dealer that the Information Memorandum should not be distributed because it was out of date or was to be supplemented, amended or replaced.

Dealer Common Terms Deed Poll

8 October 2024

Indemnity from the Dealers

any failure by such Dealer to perform its obligations to purchase the Notes in accordance with the Relevant Agreement, without prejudice to its rights thereunder (except where the failure is due to a failure of the relevant Clearing System or where the failure is due to the default of the Issuer, in either case, in circumstances where the relevant Dealer has otherwise fulfilled its obligations in connection with the issue of that Note); or

any failure by such Dealer to observe any of the restrictions or requirements set out in clause 7.3 (“Selling Restrictions”),

the fraud, gross negligence or wilful default, in each case by the Issuer;

the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigation, to be the person to whom Notes could legally be sold in compliance with the provisions of the Selling Restrictions; or

reliance by that Dealer on information contained in the Information Memorandum (other than information provided by such Dealer) or other information provided to it by or on behalf of the Issuer in writing and authorised under clause 8.4 (“Authorised information”) in connection with the Program or the Notes.

Defence of proceedings

Dealer Common Terms Deed Poll

8 October 2024

Consideration is exclusive of GST

GST gross up

the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note;

if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and

this clause 11.6 does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the A New Tax System (Goods and Services Tax) Act 1999.

Input tax credit

Scope of relationship

Relationship and status of parties

The appointment as a Dealer or Lead Manager does not mean that such person:

is a trustee for the benefit of;

is a partner of; or

has a fiduciary duty to, or other fiduciary relationship with,

Each party will be deemed to represent to the other party on the date on which it enters into this deed poll or a Relevant Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary), the other party is not acting as a fiduciary to it in respect of this deed poll or that Relevant Agreement. Each party, with respect to this deed poll or that Relevant Agreement, has made its own independent decisions regarding tax, legal, accounting and regulatory issues.

Dealer Common Terms Deed Poll

8 October 2024

No fiduciary, adviser or agency relationship

the Dealers have acted and will act at arm’s length, are not advisers or agents of, and owe no advisory or fiduciary duties to, the Issuer or any other person;

the Dealers owe the Issuer only those duties and obligations set forth in this deed poll;

the Dealers may have interests that differ from those of the Issuer; and

the Issuer has consulted and will consult their own legal and financial advisers to the extent they deemed appropriate.

Nature of obligations

the failure of one or more of them to comply with their obligations does not relieve the others of their respective obligations;

no one of them is responsible for the failure of any one or more of the others to comply with their obligations; and

each of them may separately enforce its rights against the Issuer.

Nature of obligations under Relevant Agreement

Recognition of bail-in legislation

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a Dealer to the Issuer under this deed poll, that (without limitation) may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

Dealer Common Terms Deed Poll

8 October 2024

the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of a Dealer or another person, and the issue to or conferral on the Issuer of such shares, securities or obligations;

the cancellation of the BRRD Liability; and/or

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

the variation of the terms of this deed poll, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

Recognition of the U.S. Special Resolution Regimes

In the event that any Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Dealer of this deed poll or any Relevant Agreement, and any interest and obligation in or under this deed poll or any Relevant Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this deed poll or any Relevant Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Dealer that is a Covered Entity or a Covered Affiliate of such Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this deed poll or any Relevant Agreement that may be exercised against such Dealer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this deed poll or any Relevant Agreement were governed by the laws of the United States or a state of the United States.

MiFID Product Governance and UK MiFIR Product Governance

Dealer appointment and termination

Appointments of Dealers

Lead Manager

Dealer Common Terms Deed Poll

8 October 2024

When appointment of Dealer takes effect

Termination of appointment of Dealer

Obligations and rights of and Dealers

Effect of termination

Calculation Agent

Dealing with interests

Program Amount

Variation of Program Amount

When variation takes effect

References to the varied Program Amount

Dealer Common Terms Deed Poll

8 October 2024

Determination of Program Amount

Notices

Form

Unless expressly stated otherwise in a Program Document, all notices, certificates, consents, confirmations, approvals, acknowledgments, waivers and other communications in connection with that Program Document must be in writing, signed by an Authorised Officer of the sender and except for communications sent by email, marked for attention as set out or referred to in the Details or in the Relevant Agreement or, if the recipient has notified otherwise, marked for attention in the way last notified.

Communications by email:

must state the first and last name of the sender, who must act under the responsibility of an Authorised Officer;

must be in plain text format or, if attached to an email, attached as an Adobe Portable Document Format (pdf) (or equivalent or similar) file; and

are deemed to be made in writing and signed by the named sender.

Delivery

left at the address set out or referred to in the Details or in the Relevant Agreement;

sent by prepaid post (airmail, if appropriate) to the address set out or referred to in the Details or in the Relevant Agreement; or

sent by email to the email address set out or referred to in the Details or in the Relevant Agreement.

When effective

Deemed receipt – postal

Deemed receipt – email

the time the sender receives an automated message confirming delivery; or

Dealer Common Terms Deed Poll

8 October 2024

four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

Deemed receipt - general

Waiver of notice period

General

Application to Program Documents

Prompt performance

if this deed poll or a Relevant Agreement specifies when a party agrees to perform an obligation, the party agrees to perform it by the time specified; and

each party agrees to perform all other obligations promptly.

Consents

Certificates

Discretion in exercising rights

Partial exercising of rights

No liability for Loss

Dealer Common Terms Deed Poll

8 October 2024

Conflict of interest

Remedies cumulative

Indemnities

Rights and obligations are unaffected

Inconsistent law

Time of the essence

Variation and waiver

Confidentiality

to any person in connection with an exercise of rights or a dealing with rights or obligations under a Program Document;

to directors, officers, employees, agents, legal and other advisers and auditors of the Issuer or a Dealer;

to any party to this deed poll or any affiliate of any party to this deed poll, and each of their respective directors, officers, employees and agents, provided the recipient agrees to act consistently with this clause 21.15;

with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

as required by any law, directive or a direction from a regulator with whose directions compliance is habitual, provided that the receiving party shall, if legally permissible, furnish prompt written notice to the disclosing party of such disclosure requirement prior to disclosing any confidential information, so that the disclosing party can take appropriate action to protect the confidential information, and prevent the unauthorised use or appropriation of such confidential information.

Dealer Common Terms Deed Poll

8 October 2024

Counterparts

Governing law and service of process

Governing law

Serving documents

Agent for service of process

Dealer Common Terms Deed Poll

8 October 2024

[Name and address of Dealer]

the undersigned are duly appointed and acting officers of the Issuer, fully authorised to execute and deliver this Officer’s Certificate on behalf of the Issuer in connection with the issuance of the Notes;

I have carefully reviewed the Dealer Common Terms Deed Poll, the Subscription Agreement and the Information Memorandum;

to my knowledge, the representations and warranties of the Issuer as set forth in clause 9.1 (“Representations and warranties by the Issuer”) of the Dealer Common Terms Deed Poll are true and correct and the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Dealer Common Terms Deed Poll [and the Subscription Agreement] at or prior to the date hereof; and

since the date of the most recent financial statements of the Issuer included or incorporated by reference in the Information Memorandum:

there has not been any material change in the capital stock of the Issuer, short-term debt or long-term debt of the Issuer or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Issuer on any class of capital stock (other than with respect to [•] shares of Class S common stock, Class D common stock and Class I common stock, respectively, issued pursuant to the Issuer’s dividend reinvestment plan between [•] and the date hereof, [•] shares of Class S common stock, Class D common stock and Class I common stock, respectively, issued between [•] and the date hereof pursuant to the Issuer’s continuous public offering and [•] shares of Class I common stock issued between [•] and the date hereof pursuant to private placement transactions), or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Issuer and its subsidiaries taken as a whole;

Dealer Common Terms Deed Poll

8 October 2024

neither the Issuer nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Issuer and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Issuer and its subsidiaries taken as a whole; and

neither the Issuer nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Issuer and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority.

Dealer Common Terms Deed Poll

8 October 2024

[Name and address of Dealer]

the undersigned are duly appointed and acting officers of the Adviser, fully authorised to execute and deliver this Officer’s Certificate on behalf of the Adviser in connection with the issuance of the Notes;

to my knowledge, the representations and warranties of the Adviser as set forth in clause 9.2 (“Representations and warranties by the Adviser”) of the Dealer Common Terms Deed Poll are true and correct and the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Dealer Common Terms Deed Poll [and the Subscription Agreement] at or prior to the date hereof; and

since the date of the most recent financial statements of the Issuer included or incorporated by reference in the Information Memorandum:

there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Adviser and its subsidiaries taken as a whole; and

neither the Adviser nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Adviser and its subsidiaries taken as a whole and that is either from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order, or decree of any court or arbitrator or governmental or regulatory authority.

Dealer Common Terms Deed Poll

8 October 2024

Dealer Common Terms Deed Poll

8 October 2024

Parties

Issuer and [Lead Manager[s] and] Dealer[s]

Attention

[Lead

Manager[s]

and] Dealer[s]

Attention

Dealer

Common

Terms Deed

Poll

Dealer Common Terms Deed Poll dated [•] executed by the Issuer and the Adviser

Governing law

New South Wales, Australia

Notes to be

subscribed

[insert description]

Date of

Subscription

Agreement

Dealer Common Terms Deed Poll

8 October 2024

Interpretation

Interpretation and definitions

Inconsistency with Dealer Common Terms Deed Poll

Appointment[s]

[Appointment of Lead Manager]

[Appointment of Dealer]

Dealer Common Terms Deed Poll

8 October 2024

Acknowledgments by Dealer[s]

a copy of the Dealer Common Terms Deed Poll; and

an electronic copy of the Information Memorandum for the Notes.

Subscription

Subscription

the Issuer agrees to issue and sell the Notes in accordance with this agreement and the Dealer Common Terms Deed Poll; and

the Dealers jointly and severally agree to subscribe for the Notes specified below by paying the aggregate Purchase Price of A$[insert amount] in [immediately available funds/accordance with this agreement and the Dealer Common Terms Deed Poll]. [NB: amend as appropriate.]

[the Dealer / each Dealer severally] agrees to subscribe for the Notes specified below by paying the Purchase Price for those Notes in [immediately available funds / accordance with this agreement and the Dealer Common Terms Deed Poll]. [NB: amend as appropriate.]

Pricing Supplement

Authority to distribute

the Information Memorandum;

the Pricing Supplement; and

any other documents prepared in connection with the Program and the issue of the Notes which they are authorised to distribute in accordance with clause 8.2 (“Authority to distribute”) of the Dealer Common Terms Deed Poll.

Dealer Common Terms Deed Poll

8 October 2024

[Obligations - individual and independent]

the failure of one or more of them to comply with their obligations under this agreement does not relieve the others of any of their respective obligations;

no one of them is responsible for the failure of one or more of the others to comply with their obligations under this agreement; and

each of them may separately enforce its rights against the Issuer.]

[Payment]

[insert name of Settling Dealer] (“[x]”) agrees to pay, or procure the payment of, the aggregate Purchase Price for the Notes to the account nominated by the Issuer or in any other manner agreed between them;

the Issuer agrees to issue the Notes to [x]; [and]

[x] agrees to deliver the Notes to the other Dealer[s] (or at [its/their] direction) in the principal amounts specified in column 2 of the table in clause 4.1 (“Subscription”) against payment to [x] of an amount equal to [its / their] respective settlement amounts through the Austraclear System or in any other manner agreed between them.

Dealer Common Terms Deed Poll

8 October 2024

Dealer Common Terms Deed Poll

the Notes are Notes as defined in the Dealer Common Terms Deed Poll;

this agreement is a Subscription Agreement; and

each Dealer is a Dealer on the terms set out in the Dealer Common Terms Deed Poll.

Secondary market

Conditions precedent

Acknowledgment

[Additional conditions precedent]

[confirmation in a form and substance satisfactory to the Dealer[s] from each of:

King & Wood Mallesons, legal advisers to the Issuer as to the laws of the state of New South Wales and the Commonwealth of Australia; and

[[•], with respect to the due incorporation, power, capacity and authority of the Issuer and certain other related matters]; and

[[•], with respect to the United States tax disclosure set out in the Information Memorandum and certain other related matters],

[a GPS 120 confirmation from King & Wood Mallesons]; [and]

[NB: set out a list of additional conditions precedent (if any) required by the Dealer(s) under clause 3.1(l) of the Dealer Common Terms Deed Poll]]

Dealer Common Terms Deed Poll

8 October 2024

Termination

[MiFID Product Governance Rules]

each of [identify Dealer(s) who is / are deemed to be EEA investment firm manufacturer(s)] (each a “Manufacturer” and together the “Manufacturers”) [acknowledges to each other Manufacturer] that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the [Pricing Supplement / announcements] in connection with the Notes; and

the Issuer [and [include Dealer(s) who is / are not EEA investment firm manufacturer(s)] note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Manufacturers and the related information set out in the [Pricing Supplement / announcements] in connection with the Notes.]

[UK MiFIR Product Governance Rules]

each of [identify Dealer(s) who is / are deemed to be UK investment firm manufacturer(s)] (each a “UK Manufacturer” and together the “UK Manufacturers”) [acknowledges to each other UK Manufacturer] that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the [Pricing Supplement / announcements] in connection with the Notes; and

the Issuer [and [include Dealer(s) who is / are not UK investment firm manufacturer(s)] note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the [Pricing Supplement / announcements] in connection with the Notes.]

Dealer Common Terms Deed Poll

8 October 2024

[Joint activities]

[The Dealers acknowledge that:

they have agreed to come together to assist the Issuer to execute the offer and issuance of the Notes and their distribution; and

they have, in order to give effect to their intention, severally agreed to their respective obligations on the terms of this agreement.

In particular, without limiting the foregoing, the parties acknowledge that activities undertaken jointly by the Dealers (including, without limitation, the bookbuild process, any communication with potential investors or the Noteholders, the determination of and the agreement to severally sell the Notes at the reoffer price and pay the Purchase Price of the Notes, the allocation process, the restriction on offers of Notes and any obligations relating to the promotion of a secondary market in the Notes) are for the purposes of and reasonably necessary for the implementation and execution of the offer and issuance of the Notes and their distribution.]

Fees

Costs and expenses

[Selling restrictions]

[Listing]

Dealer Common Terms Deed Poll

8 October 2024

Notices

Counterparts

Governing law and service of process

Dealer Common Terms Deed Poll

8 October 2024

[certified copies of all documents evidencing the applicable approvals required to be granted by the Issuer for the variation;]

[a legal opinion from its Australian legal counsel, [King & Wood Mallesons], from [[•] with respect to the due incorporation, power, capacity and authority of the Issuer and certain other related matters,] and from [[•] with respect to the United States tax disclosure set out in the Information Memorandum and certain other related matters] relating to the variation; and]

[a list of the names, titles and specimen signatures of the persons authorised to sign on behalf of the Issuer all notices and other documents to be delivered in connection with the variation.]]

Dealer Common Terms Deed Poll

8 October 2024

Dealer Common Terms Deed Poll

8 October 2024

SIGNED, SEALED AND DELIVERED

by BRYAN COLE, CHIEF FINANCIAL

OFFICER AND CHIEF OPERATING

OFFICER

as authorised signatory for BLUE OWL

CREDIT INCOME CORP. in the

presence of:

/s/ Wendy Csatari                 

Signature of witness

Wendy Csatari                  

Name of witness (block letters)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

/s/ Bryan Cole                   

By executing this document the

signatory states that the signatory has

received no notice of revocation of the

power of authority

Dealer Common Terms Deed Poll

8 October 2024