Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Indenture dated as of August 22, 2023, as supplemented by the First Supplemental Indenture dated September 8, 2023, among the Issuer, the Co-Issuer, and the Collateral Administrator (in its capacity as Trustee). To the extent of any conflict between a defined term set fo

Section 1.2 — Rules of Construction In this Agreement, unless the context otherwise requires: (a) Headings and captions are included for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement. (b) The word "including" (and words of similar import, such as "include" and "includes") shall be deemed to be followed by the phrase "without limitation" and sh

Section 1.3 — Incorporation of Indenture Provisions Except as expressly modified herein, all terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Indenture. In the event of any conflict between a provision of this Agreement and a provision of the Indenture, the provision of the Indenture shall control. The Parties acknowledge and agree that the Indenture is incorp

ARTICLE II — APPOINTMENT AND AUTHORITY OF COLLATERAL ADMINISTRATOR

Section 2.1 — Appointment The Issuer and the Collateral Manager hereby appoint Ironclad Trust Company, N.A. as the Collateral Administrator under this Agreement, and the Collateral Administrator hereby accepts such appointment, effective as of the Closing Date (September 12, 2023). The Collateral Administrator shall provide the collateral administration services described in this Agreement in connection with the coll

Section 2.2 — Authority and Capacity The Parties acknowledge and agree that the Collateral Administrator acts solely in an administrative and ministerial capacity in performing its duties under this Agreement. The Collateral Administrator does not exercise, and shall not be deemed to exercise, any investment discretion with respect to the acquisition, disposition, or management of the collateral obligations. All inve

Section 2.3 — Reliance on Collateral Manager Information The Collateral Administrator may conclusively rely on all information, data, certifications, instructions, directions, and notices received from the Collateral Manager (Driftwood Credit Management LLC) or any authorized officer or representative thereof, including, without limitation, David Hwan (Managing Director, Structured Credit), Marcus Sorensen (Founder &

Section 2.4 — Authorized Representatives The authorized contacts and representatives for each Party for purposes of day-to-day communication and the delivery and receipt of information, data, instructions, and notices under this Agreement shall be as follows, unless and until a Party provides written notice of a change in its authorized representatives to the other Parties: (a) For the Collateral Administrator: Cathe

ARTICLE III — DUTIES AND RESPONSIBILITIES OF THE COLLATERAL ADMINISTRATOR

Section 3.1 — Compliance Reports (Payment Date Reports) On or prior to each Determination Date (being the date that is five (5) Business Days prior to each Payment Date), the Collateral Administrator shall prepare and deliver to the Issuer, the Collateral Manager, the Trustee (in its capacity as Trustee under the Indenture, to the extent the Collateral Administrator and the Trustee are the same entity, by internal no

Section 3.2 — Monthly Reports On or prior to the fifteenth (15th) Business Day of each calendar month, the Collateral Administrator shall prepare and deliver to the Issuer, the Collateral Manager, and each Rating Agency (Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC) a monthly report (each, a "Monthly Report"), substantially in the form attached hereto as Exhibit B, containing the following info

Section 3.3 — Effective Date Report Not later than five (5) Business Days after the Effective Date (which must occur no later than December 12, 2023, being the Effective Date Deadline), the Collateral Administrator shall prepare and deliver to the Issuer, the Collateral Manager, the Trustee (in its capacity as Trustee under the Indenture), and each Rating Agency (Brindoval Analytical Services Inc. and Ridgeline Credi

Section 3.4 — Portfolio Data Maintenance The Collateral Administrator shall maintain a comprehensive database and ongoing records with respect to the collateral portfolio, including the following: (a) Collateral Obligation Detail. For each collateral obligation, the CUSIP and/or ISIN, obligor name, par amount, purchase price, settlement date, coupon rate (including spread over Reference Rate, if applicable), maturity

Section 3.5 — Interest Calculations The Collateral Administrator shall calculate the amount of interest due and payable on each class of notes on each Payment Date, based on the following terms and conventions: (a) Reference Rate. Compounded SOFR (the Secured Overnight Financing Rate), determined in accordance with the 26253 fallback convention set forth in the Indenture. In the event that SOFR is unavailable or has

Section 3.6 — Waterfall Calculations On each Determination Date, the Collateral Administrator shall calculate the priority of payments waterfall in accordance with the terms and conditions of the Indenture and shall determine the amounts distributable to each payee and each class of notes on the related Payment Date. The priority of payments waterfall shall be applied in the following order of priority (as set forth

Section 3.7 — Rating Agency Notifications and Information Sharing The Collateral Administrator shall provide copies of all Compliance Reports (Payment Date Reports), Monthly Reports, and the Effective Date Report to each Rating Agency at the following addresses and contacts: (a) Brindoval Analytical Services Inc. Attention: Anita Delgado, Senior Director 55 Water Street, 40th Floor New York, New York 10041 Email: ade

Section 3.8 — DTC Coordination The Collateral Administrator, acting in its capacity as Trustee and note registrar under the Indenture, shall coordinate with The Depository Trust Company ("DTC") for purposes of: (a) DTC Eligibility. Maintaining the DTC eligibility of the notes and the Collateral Administrator's DTC participant status (DTC Participant No. 2176); (b) Payment Date Distributions. Processing and effecting

Section 3.9 — Record Date Procedures The Collateral Administrator shall determine the holders of record of each class of notes as of the Record Date (the 15th calendar day preceding each Payment Date, or, if such day is not a Business Day, the immediately preceding Business Day) for purposes of identifying the persons entitled to receive distributions on the related Payment Date. All distributions on a Payment Date s

Section 3.10 — FATCA and CRS Reporting Assistance The Collateral Administrator shall, upon the reasonable request of the Issuer or the Collateral Manager, assist the Issuer with the preparation and filing of information returns and other documentation required for compliance with (a) the Foreign Account Tax Compliance Act (Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, and

Section 3.11 — Event of Default Monitoring Upon receipt of written notice from the Collateral Manager, the Issuer, or any noteholder of the occurrence of an Event of Default under the Indenture (as defined therein), the Collateral Administrator shall promptly reflect such event in its records and shall, if required by the Indenture or this Agreement, adjust its Coverage Test calculations, Collateral Quality Test calc

ARTICLE IV — OBLIGATIONS OF THE COLLATERAL MANAGER

Section 4.1 — Information Delivery The Collateral Manager (Driftwood Credit Management LLC) shall deliver to the Collateral Administrator, on a timely basis and in such format and medium as may be reasonably agreed upon by the Parties, the following information and instructions: (a) Trade Instructions. Complete trade instructions for all purchases, sales, credit-risk trades, and workout trades with respect to collate

Section 4.2 — Accuracy of Information The Collateral Manager represents and warrants to the Collateral Administrator and the Issuer that all information, data, certifications, and instructions provided by the Collateral Manager to the Collateral Administrator pursuant to this Agreement will be accurate, complete, and timely in all material respects. The Collateral Manager acknowledges and agrees that the Collateral A

Section 4.3 — Cooperation with Rating Agencies The Collateral Manager shall cooperate with the Collateral Administrator in responding to inquiries, data requests, and information requests from Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC regarding portfolio data, credit quality, compliance matters, and any other matters within the scope of the Rating Agencies' surveillance activities. The Colla

ARTICLE V — OBLIGATIONS OF THE ISSUER

Section 5.1 — Payment of Collateral Administrator Fees The Issuer shall pay to the Collateral Administrator the fees specified in Article VI from funds available in the priority of payments waterfall, in accordance with the terms and conditions of the Indenture. The Issuer acknowledges and agrees that the Collateral Administrator's fees and expenses constitute a senior obligation of the Issuer, payable in accordance

Section 5.2 — Directions and Authorizations The Issuer shall provide such directions, authorizations, consents, and approvals as are required under this Agreement and the Indenture, acting through its duly authorized officers or directors. The Issuer shall promptly notify the Collateral Administrator of any changes to its authorized signatories or officers.

Section 5.3 — Access to Records The Issuer shall provide, and shall cause the Collateral Manager to provide, the Collateral Administrator with access to all books, records, data, and information reasonably necessary for the Collateral Administrator to discharge its duties and obligations under this Agreement. Such access shall be provided during normal business hours and upon reasonable prior notice, and in such form

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.1 — Collateral Administrator Fee The Collateral Administrator shall receive a fee of Twenty-Five Thousand Dollars ($25,000) per annum (the "Collateral Administrator Fee") for the performance of its duties under this Agreement. The Parties acknowledge and agree that the Collateral Administrator Fee is identical to and paid from the same waterfall position as the Trustee Fee under the Indenture, and the Colla

Section 6.2 — Expense Reimbursement In addition to the Collateral Administrator Fee, the Collateral Administrator shall be entitled to reimbursement of all reasonable, documented out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees, accounting fees, courier charges, communication expenses, and travel expenses. All e

Section 6.3 — Payment Priority All fees and expenses payable to the Collateral Administrator under this Article VI shall be payable in accordance with the priority of payments waterfall established in the Indenture. The Parties acknowledge and agree that the Collateral Administrator's fees and expenses rank senior in priority to the Senior Collateral Management Fee, the Subordinate Collateral Management Fee, the Ince

Section 6.4 — Fee Adjustment The Collateral Administrator Fee may be adjusted only by written agreement of the Issuer, the Collateral Manager, and the Collateral Administrator, with the prior written consent of a Majority of the Controlling Class noteholders (as defined in the Indenture). No adjustment to the Collateral Administrator Fee shall be effective unless and until all required consents have been obtained, an

ARTICLE VII — STANDARD OF CARE; LIMITATION OF LIABILITY

Section 7.1 — Standard of Care The Collateral Administrator shall perform its duties and obligations under this Agreement with reasonable care, using the same degree of care and skill as a prudent corporate trust administrator would exercise under similar circumstances, taking into account the nature of the collateral obligations, the complexity of the transaction structure, and the administrative character of the Co

Section 7.2 — Limitation of Liability (a) The Collateral Administrator shall not be responsible for, and shall have no liability arising from, the accuracy, completeness, or timeliness of any information, data, certifications, or instructions provided to it by the Collateral Manager, the Issuer, or any other party. (b) The Collateral Administrator shall not be responsible for the investment performance of the collate

Section 7.3 — Reliance and Good Faith Actions The Collateral Administrator may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any certificate, notice, request, consent, direction, instruction, or other document or communication believed by it in good faith to be genuine and to have been signed, delivered, or transmitted by, or on behalf of, a duly authorized person. The Coll

Section 7.4 — No Duty to Investigate The Collateral Administrator shall have no duty to investigate, verify, audit, or otherwise confirm the accuracy, completeness, or reliability of any information, data, certifications, or instructions delivered to it by the Collateral Manager, the Issuer, or any other party, nor shall the Collateral Administrator have any duty to monitor the collateral obligations, the actions of

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification of the Collateral Administrator The Issuer (from funds available in the priority of payments waterfall in accordance with the Indenture) and the Collateral Manager (solely from the Collateral Manager's own assets, and not from the collateral pool, the assets of the Issuer, or any other assets pledged under the Indenture) shall, jointly and severally (subject, in the case of the Issuer, t

Section 8.2 — Indemnification of the Issuer and Collateral Manager The Collateral Administrator shall indemnify and hold harmless the Issuer and the Collateral Manager and their respective officers, directors, members, employees, and agents from and against any and all Losses incurred by any such indemnified party arising out of or resulting from the Collateral Administrator's willful misconduct, bad faith, or gross

Section 8.3 — Survival The indemnification obligations of each Party under this Article VIII shall survive the termination or expiration of this Agreement and shall remain in full force and effect with respect to any Losses arising from events, actions, or omissions occurring prior to such termination or expiration, regardless of when a claim with respect to such Losses is asserted.