Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture. "Agreement" means this Co-Issuance Agreement, dated as of August 22, 2023, between the Issuer and the Co-Issuer, as the same may be amended, modified, or supplemented from ti

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement unless the context otherwise requires: (a) The table of contents and section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. (b) Words importing the singular number shall include the plural and vice v

ARTICLE II — CO-ISSUANCE OF NOTES

Section 2.1 — Joint and Several Obligations The Issuer and the Co-Issuer hereby irrevocably and unconditionally agree that they shall be jointly and severally liable for all obligations of the Co-Issuers arising under or in connection with the Notes, the Indenture, and the other Transaction Documents, including the payment of all principal of, premium (if any) on, and interest on the Notes, and any other amounts due

Section 2.2 — Authorization of Notes Each Co-Issuer hereby confirms that it has taken all corporate, limited liability company, or other organizational action necessary to duly authorize the issuance of the Notes, the execution, delivery, and performance of this Agreement, the Indenture, and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereb

Section 2.3 — Issuance in the Names of the Co-Issuers All Notes issued under the Indenture shall be issued in the joint names of the Issuer and the Co-Issuer as co-issuers thereof. The face of each Note shall bear the names of both Co-Issuers and shall indicate that such Note is a joint and several obligation of the Co-Issuers, in each case in the form set forth in the Indenture. Each Note shall be executed on behalf

Section 2.4 — Payment of Notes All payments of principal of, premium (if any) on, interest on, and any other amounts due in respect of the Notes shall be made by or on behalf of the Co-Issuers through the Trustee in its capacity as paying agent in accordance with the terms of the Indenture and the Priority of Payments. The following terms shall apply to payments on the Notes: (a) Reference Rate. Interest on the Rated

ARTICLE III — RESPECTIVE ROLES AND RESPONSIBILITIES

Section 3.1 — Role of the Issuer The Issuer shall serve as the primary obligor under the Indenture and the primary entity responsible for acquiring, holding, and pledging the Collateral for the benefit of the Noteholders. In furtherance thereof, the Issuer has pledged all of its right, title, and interest in and to the Collateral, including all collections, proceeds, and other property related thereto, to the Trustee

Section 3.2 — Role of the Co-Issuer The Co-Issuer has been formed solely for the limited purpose of co-issuing the Notes jointly with the Issuer, in order to facilitate the offering, sale, and settlement of the Notes in the United States and to ensure compliance with applicable U.S. regulatory and tax structuring requirements. The Co-Issuer is a Delaware limited liability company, organized under the Delaware Limited

Section 3.3 — Limited Activities of the Co-Issuer The activities of the Co-Issuer shall be strictly limited to the following: (a) co-issuing the Notes jointly and severally with the Issuer on the terms and conditions set forth in the Indenture; (b) executing and delivering this Agreement, the Indenture, the Note Purchase Agreement, and each other Transaction Document to which the Co-Issuer is a party; (c) performing

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the Issuer The Issuer hereby represents and warrants to the Co-Issuer as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Issuer is duly organized, validly existing, and in good standing (to the extent applicable under the laws of the Cayman Islands) as an exempted company with limited liability under the laws of the Caym

Section 4.2 — Representations and Warranties of the Co-Issuer The Co-Issuer hereby represents and warrants to the Issuer as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Co-Issuer is duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE File No. 7429831). The Co-Issuer has all requisite limited liability company power and

Section 5.1 — Covenants of the Issuer The Issuer hereby covenants and agrees with the Co-Issuer as follows, in each case for so long as any Notes remain outstanding under the Indenture: (a) Maintenance of Existence. The Issuer shall maintain its existence as an exempted company with limited liability duly organized and validly existing under the laws of the Cayman Islands, and shall maintain its registration with the

Section 5.2 — Covenants of the Co-Issuer The Co-Issuer hereby covenants and agrees with the Issuer as follows, in each case for so long as any Notes remain outstanding under the Indenture: (a) Maintenance of Existence. The Co-Issuer shall maintain its existence as a limited liability company duly organized and in good standing under the laws of the State of Delaware, and shall not fail to maintain its qualification a

Section 5.3 — Mutual Covenants Each of the Co-Issuers hereby covenants and agrees as follows, in each case for so long as any Notes remain outstanding under the Indenture: (a) Cooperation. Each Co-Issuer shall cooperate with the other Co-Issuer and with the Trustee in connection with any actions required or contemplated under the Indenture, this Agreement, or any other Transaction Document, including the execution an

ARTICLE VI — RELATIONSHIP BETWEEN THE CO-ISSUERS

Section 6.1 — Sole Member The Issuer is the sole member and manager of the Co-Issuer, as set forth in and governed by the LLC Agreement of the Co-Issuer dated August 22, 2023. The Issuer shall exercise all governance rights, management authority, and voting powers with respect to the Co-Issuer in accordance with the LLC Agreement and the Delaware Limited Liability Company Act. No person or entity other than the Issue

Section 6.2 — No Partnership or Joint Venture Nothing contained in this Agreement shall be construed to create, or shall be deemed to create, a partnership, joint venture, or agency relationship between the Co-Issuers, or between either Co-Issuer and any other person or entity, for any purpose whatsoever, except to the extent that the Co-Issuers are jointly and severally liable for the obligations under the Notes and

Section 6.3 — Separate Existence Notwithstanding the joint and several liability of the Co-Issuers hereunder and under the Indenture, and notwithstanding the Co-Issuer's status as a disregarded entity for U.S. federal income tax purposes, each Co-Issuer shall at all times maintain its separate legal existence and identity as a distinct legal entity. Without limiting the foregoing: (a) The Co-Issuer shall maintain sep

ARTICLE VII — INDEMNIFICATION AND CONTRIBUTION

Section 7.1 — Indemnification by the Issuer As between the Co-Issuers only, and not for the benefit of, or enforceable by, any Noteholder, the Trustee, or any other third party, the Issuer hereby agrees to indemnify, defend, and hold harmless the Co-Issuer from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable and documented attorneys' fees and expenses) arising o

Section 7.2 — Contribution If the Co-Issuer is required to make any payment on the Notes or under any Transaction Document in respect of the joint and several liability established by Section 2.1 of this Agreement, and such payment is made from the Co-Issuer's own assets (if any), the Issuer shall, to the extent of available Collateral proceeds under the Priority of Payments waterfall in the Indenture, reimburse and

Section 7.3 — Limited Recourse All obligations of the Co-Issuers under this Agreement, the Notes, the Indenture, and the other Transaction Documents are limited recourse obligations, payable solely from the Collateral pledged to the Trustee under the Indenture for the benefit of the Noteholders and the other secured parties. No Noteholder, the Trustee, the Collateral Manager, the Placement Agents, or any other person

ARTICLE VIII — TERM AND TERMINATION

Section 8.1 — Effective Date and Term This Agreement shall become effective as of August 22, 2023, and shall remain in full force and effect until the earliest to occur of the following: (a) the date on which all Notes issued under the Indenture have been paid in full (or the obligations thereunder have been otherwise satisfied, discharged, or defeased) and all other amounts due and payable by the Co-Issuers under th

Section 8.2 — Survival The representations, warranties, and indemnification obligations of the parties set forth in Articles IV and VII hereof shall survive the termination of this Agreement to the extent necessary to resolve any claims, disputes, or proceedings arising prior to or in connection with such termination, including any claims asserted after the date of termination but based upon facts, events, or circums

Section 9.1 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) sent by registered or certified mail (return receipt requested, postage prepaid), (iii) sent by a nationally recognized overnight courier service (charges prepaid, with

Section 9.2 — Amendments This Agreement may be amended, modified, supplemented, restated, or waived only by a written instrument duly executed by each of the Co-Issuers, with the prior written consent of the Trustee to the extent that such consent is required by the Indenture. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by

Section 9.3 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Co-Issuer may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Co-Issuer and the Trustee, except as expressly permitted by the Indenture. Any purpor

Section 9.4 — Third-Party Beneficiaries The Trustee (in its capacity as trustee under the Indenture) and the Noteholders are intended third-party beneficiaries of this Agreement to the extent of, and solely with respect to, the Co-Issuers' joint and several obligations under the Notes and the Indenture as set forth in Section 2.1 hereof, and the limited recourse provisions set forth in Section 7.3 hereof. The Trustee

Section 9.5 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of law thereof that would require or permit the application of the laws of any other jurisdiction, other than Section 5-1401 of the New York General Obligations Law (which by its terms applies to this Agreement).

Section 9.6 — Submission to Jurisdiction Each Co-Issuer hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of the State of New York, New York County, each located in the Borough of Manhattan, City of New York, for purposes of any suit, action, or proceeding arising out of or relating to this Agree

Section 9.7 — Waiver of Jury Trial EACH CO-ISSUER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES, THE INDENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTE

Section 9.8 — Severability If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good faith to replace any such invalid, illegal, or unenforceable prov

Section 9.9 — Entire Agreement This Agreement, together with the Indenture and the other Transaction Documents, constitutes the entire agreement between the Co-Issuers with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, warranties, agreements, and commitments, whether written or oral, relating to such subject matter. No par

Section 9.10 — Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (PDF), or by any other electronic means intended to p

Section 9.11 — No Petition Covenant Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period under applicable bankruptcy or insolvency law plus one day) after the payment in full of all Notes and all other amounts due and payable under the Indenture, it shall not, directly or indirectly, institute, or join any other person or