Common use of Existence of Issuer Clause in Contracts

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated under the laws of the Cayman Islands, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subject. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees, (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman IslandsState of Delaware, and shall obtain and preserve its qualification to do business as a foreign entity limited liability company, in each jurisdiction in which such qualifications are qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and Holders, the Collateral ManagerManager and each Rating Agency, (iii) the S&P Rating Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed. The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees, (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (Ai) maintain books and records separate from any other Person, (Bii) maintain its accounts separate from those of any other Person, (Ciii) not commingle its assets with those of any other Person, (Div) conduct its own business in its own name, (Ev) maintain separate financial statements, (Fvi) pay its own liabilities out of its own funds, (Gvii) maintain an arm’s length relationship with its Affiliates, (Hviii) use separate stationery, invoices and checks, (Iix) hold itself out as a separate Person and (Jx) correct any known misunderstanding regarding its separate identity.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and Holders, the Collateral ManagerManager and to each Rating Agency, (iii) the Global Rating Agency Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence (including including, if required, holding regular members’meetings of its manager(s) and member(s), managers’ or other similar similar, meetings) are followedfollowed and (ii) shall not have any employees (other than its managers to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Offering Circular, (B) the Collateral Management Agreement or the Issuer’s limited liability company agreement, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay make distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer’s limited liability company agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated under the laws of the Cayman Islands, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subject. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees, (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) except as expressly contemplated herein and in the Issuer Contribution Agreement, maintain an arm’s length relationship with its AffiliatesAffiliates (provided that its relationship with its Affiliates pursuant to the Transaction Documents shall be deemed to be at arm’s length), (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated formed under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity corporation or company, as applicable, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Notes or any of the CollateralAssets; provided that (x) that, the Issuer shall be entitled to change its jurisdiction of incorporation organization from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of the Collateral Manager so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee and, subject to Section 14.3(c), each Rating Agency by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and the Collateral Manager, Manager and (iviii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company organizational or other formalities regarding its existence are followed and (including holding regular members’, managers’ or ii) shall not have any employees (other similar meetings) than its members to the extent they are followedemployees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Collateral Management Agreement or the LLC Agreement, (B) engage in any transaction with any Person shareholder that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay distributions to its equity owners dividends other than in accordance with the terms of this Indenture and its Constitutive Documents the LLC Agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity company in each jurisdiction in which such qualifications are qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee and the Collateral Manager by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and by the Collateral ManagerManager to each Rating Agency, (iii) the S&P Rating Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed. The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries other than any Blocker Subsidiaries and (ii) except to the extent contemplated in the Issuer’s limited liability company agreement, (iix) the Issuer shall not (A) have any employeesemployees (other than its managers), (B) except as contemplated by the Collateral Management Agreement and the Issuer’s limited liability company agreement, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners dividends other than in accordance with the terms of this Indenture and the Issuer’s limited liability company agreement and (y) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its Constitutive Documents accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements if required by law or this Indenture, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity. (c) With respect to any Blocker Subsidiary: (i) the Issuer shall not permit such Blocker Subsidiary to incur any indebtedness (other than the guarantee and grant of security interest in favor of the Trustee described in Section 7.4(c)(vii) below); (ii) the constitutive documents of such Blocker Subsidiary shall provide that (A) recourse with respect to the costs, expenses or other liabilities of such Subsidiary shall be solely to the assets of such Blocker Subsidiary and no creditor of such Blocker Subsidiary shall have any recourse whatsoever to the Issuer or its assets except to the extent otherwise required under applicable law, (B) the activities and business purposes of such Blocker Subsidiary shall be limited to holding securities or obligations in accordance with Section 12.1(j) that are otherwise required to be sold pursuant to Sections 12.1(d), (h)or (i) and activities reasonably incidental thereto (including holding interests in other Blocker Subsidiaries), (C) such Blocker Subsidiary will not incur any indebtedness (other than the guarantee and grant of security interest in favor of the Trustee described in Section 7.4(c)(vii) below), (D) such Blocker Subsidiary will not create, incur, assume or permit to exist any lien, charge or other encumbrance on any of its assets, or sell, transfer, exchange or otherwise dispose of any of its assets, or assign or sell any income or revenues or rights in respect thereof, (E) such Blocker Subsidiary will be subject to the limitations on powers set forth in the organizational documents of the Issuer, (F) if such Blocker Subsidiary is a foreign corporation for U.S. Federal income tax purposes, such Blocker Subsidiary shall file a US federal income tax return reporting all effectively connected income, if any, arising as a result of owning the permitted assets of such Blocker Subsidiary, (G) after paying Taxes and expenses payable by such Blocker Subsidiary or setting aside adequate reserves for the payment of such Taxes and expenses, such Blocker Subsidiary will distribute 100% of the proceeds of the assets acquired by it (net of such Taxes, expenses and reserves), (H) such Blocker Subsidiary will not form or own any subsidiary or any interest in any other entity other than interests in another Blocker Subsidiary or securities or obligations held in accordance with Section 12.1(j) that would otherwise be required to be sold by the Issuer pursuant to Sections 12.1(d), (h) or (i) and (I) such Blocker Subsidiary will not acquire or hold title to any real property or a controlling interest in any entity that owns real property; (iii) the Issuer constitutive documents of such Blocker Subsidiary shall provide that such Blocker Subsidiary will (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) observe all corporate formalities and other formalities in its by-laws and its certificate of incorporation, (H) maintain an arm’s 's length relationship with its Affiliates, (HI) not have any employees, (J) not guarantee or become obligated for the debts of any other person (other than the Issuer) or hold out its credit as being available to satisfy the obligations of others (other than the Issuer), (K) not acquire obligations or securities of the Issuer, (L) allocate fairly and reasonably any overhead for shared office space, (M) use separate stationery, invoices and checks, (IN) not pledge its assets for the benefit of any other Person (other than the Trustee) or make any loans or advance to any Person, (O) hold itself out as a separate Person and Person, (JP) correct any known misunderstanding regarding its separate identityidentity and (Q) maintain adequate capital in light of its contemplated business operations; (iv) the constitutive documents of such Blocker Subsidiary shall provide that the business of such Blocker Subsidiary shall be managed by or under the direction of a board of at least one director and that at least one such director shall be a person who is not at the time of appointment and for the five years prior thereto has not been (A) a direct or indirect legal or beneficial owner of the Portfolio Manager, such Blocker Subsidiary or any of their respective Affiliates (excluding de minimis ownership), (B) a creditor, supplier, officer, manager, or contractor of the Collateral Manager, such Blocker Subsidiary or any of their respective Affiliates or (C) a person who controls (whether directly, indirectly or otherwise) the Collateral Manager, such Blocker Subsidiary or any of their respective Affiliates or any creditor, supplier, officer, manager or contractor of the Collateral Manager, such Blocker Subsidiary or any of their respective Affiliates; (v) the constitutive documents of such Blocker Subsidiary shall provide that, so long as the Blocker Subsidiary is owned directly or indirectly by the Issuer, upon the date of any voluntary or involuntary dissolution, liquidation or winding-up of the Issuer, (x) the Issuer shall sell or otherwise dispose of all of its equity interests in such Blocker Subsidiary within a reasonable time or (y) such Blocker Subsidiary shall (A) sell or otherwise dispose of all of its property or, to the extent such Blocker Subsidiary is unable to sell or otherwise dispose of such property within a reasonable time, distribute such property in kind to its stockholders, (B) make provision for the filing of a tax return and any action required in connection with winding up such Blocker Subsidiary, (C) liquidate and (D) distribute the proceeds of liquidation to its stockholders; (vi) to the extent payable by the Issuer, with respect to any Blocker Subsidiary, (i) any expenses related to such Blocker Subsidiary will be considered Administrative Expenses pursuant to subclause (vi) of clause third of the definition thereof and will be payable as Administrative Expenses pursuant to Section 11.1(a) (Disbursements of Monies from Payment Account); and (vii) the Issuer shall cause each Blocker Subsidiary (x) to give a guarantee in favor of the Trustee pursuant to which such Blocker Subsidiary absolutely and unconditionally guarantees, to the Trustee for the benefit of the Secured Parties, the obligations under this Indenture and (y) to enter into a security agreement between such Blocker Subsidiary and the Trustee pursuant to which such Blocker Subsidiary grants a perfected, first-priority continuing security interest in all of its property to secure its obligations under such guarantee. (d) The Issuer and the Trustee agree, for the benefit of all Holders of each Class of Notes, not to institute against any Blocker Subsidiary any proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law, or a petition for its winding -up or liquidation (other than a winding-up or liquidation of a Blocker Subsidiary that no longer holds any assets), until the payment in full of all Notes and the expiration of a period equal to one year and one day or, if longer, the applicable preference period then in effect plus one day, following such payment in full.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman IslandsState of Delaware, and shall obtain and preserve its qualification to do business as a foreign entity limited liability company in each jurisdiction in which such qualifications are or shall will be necessary to protect the validity and enforceability of this Indenture, the NotesCredit Agreement, the Secured Debt, or any of the CollateralAssets; provided provided, that (x) the Issuer shall be is entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, including that such change does not affect the perfection and priority of the security interest created hereby, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have has been given by the Trustee Issuer to the Holders and Collateral Trustee (which shall provide notice to the Holders), the Loan Agent, the Collateral ManagerManager and each Rating Agency, (iii) the S&P Rating Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall has not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its directors, officers or managers to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries and (ii) except to the extent contemplated in the Issuer LLCA, (iix) the Issuer shall not (A) have except as contemplated by the Offering Circular or any employeesTransaction Document, (B) engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (CB) pay make distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer LLCA and (iiiy) the Issuer shall shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

Existence of Issuer. (a) The Subject to Section 7.10 (Issuer May Consolidate, etc., Only on Certain Terms), the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated organized under the laws of the Cayman IslandsState of Delaware, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesDebt, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change will not affect the Collateral Trustee’s security interest in the Assets and is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Collateral Trustee and, subject to Section 14.3(c) (Notices, etc., to the Collateral Trustee, the Issuer, the Collateral Manager, the Initial Purchaser, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and each Rating Agency), each Rating Agency by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders and the Collateral Manager, Manager and (iviii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including including, if required, holding regular members’, managers’ ’, or other similar similar, meetings) are followed. The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization reorganization, winding-up or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, ; and (ii) (x) the Issuer shall not (A) have any employees (other than its members or managers to the extent they are employees), (B) except as contemplated by the Collateral Management Agreement and the Issuer LLCA, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners dividends other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer LLCA and (iiiy) the Issuer shall (A) maintain books and records separate from any other PersonPerson and practice and adhere to organizational formalities, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own namename (including all oral and written communications, letters, invoices, contracts, statements and applications) and through its duly authorized members, managers, officers or agents, (E) maintain separate financial statementsstatements (if any) and not suggest in such financial statements that its assets are available to pay the claims of creditors of the Collateral Manager and its Affiliates or any other Person, (F) pay its own liabilities and expenses out of its own fundsfunds in accordance with this Indenture and the Priority of Payments, (G) maintain an arm’s length relationship with its Affiliates and the Collateral Manager and its Affiliates, (H) use separate stationery, invoices and checkschecks (if any), (I) hold itself out as a separate Person and Person, (J) correct any known misunderstanding regarding its separate identity, (K) have at least one manager that is Independent of the Collateral Manager, (L) manage its business and affairs by or under the direction of its members, managers and officers, (M) ensure the receipt of proper authorization, when necessary, in accordance with the terms of its formation documents and observe all procedures required by its formation documents and (N) account for and manage all of its liabilities separately from those of any other Person and (iii) the Issuer shall not acquire an ownership interest or a controlling interest in real property and if the Issuer receives an ownership interest or a controlling interest in real property in connection with a workout or restructuring of a Collateral Obligation, the Issuer will promptly dispose of the real property interest.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this IndentureIndenture the Credit Agreement, the NotesDebt, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee Trustee, the Collateral Agent and the Loan Agent may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Collateral Agent by the Trustee Issuer, which notice shall be promptly forwarded by the Collateral Agent to the Holders Holders, the Collateral Manager and the Collateral Manager, Rating Agency and (iviii) on or prior to the 15th Business Day following receipt of such notice the Trustee Collateral Agent shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence (including including, if required, holding regular members’meetings of its manager(s) and member(s), managers’ or other similar similar, meetings) are followedfollowed and (ii) shall not have any employees (other than its managers to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Offering Circular, (B) the Collateral Management Agreement or the Issuer’s limited liability company agreement, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay make distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer’s limited liability company agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a an exempted company incorporated under the laws of the Cayman Islands, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s 's security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing signing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdictionCollateral, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notices shall be promptly forwarded by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectStates. (b) The Issuer shall ensure that all limited liability company corporate or other formalities regarding its existence (including including, to the extent required by applicable law, holding regular members’', managers’ directors' or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to would result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees, employees (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with directors or officers to the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.extent such Persons constitute employees),

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated under the laws of the Cayman IslandsDelaware limited liability company, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation organization from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, any other Secured Party, the Collateral Manager or the Liquidation Agent (ii) the Issuer has taken all necessary steps to ensure that the Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date the Closing Date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, the Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from the Majority Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including including, to the extent required by applicable law, holding regular members’, managersdirectors’ or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceedingProceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees (other than directors or officers to the extent they are employees), (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents or any Underlying Instruments shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statementsstatements (if any), (F) pay its own liabilities out of its own funds, (G) except as expressly contemplated herein and in the Equity Contribution Agreement, maintain an arm’s length relationship with its AffiliatesAffiliates (provided that its relationship with its Affiliates pursuant to the Transaction Documents shall be deemed to be at arm’s length), (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders Holders, the Collateral Manager and the Collateral Manager, Rating Agency and (iviii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence (including including, if required, holding regular members’meetings of its manager(s) and member(s), managers’ or other similar similar, meetings) are followedfollowed and (ii) shall not have any employees (other than its managers to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Offering Circular, (B) the Collateral Management Agreement or the Issuer’s limited liability company agreement, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay make distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer’s limited liability company agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company incorporated organized under the laws of the Cayman Islands, State of Delaware and shall obtain and preserve its qualification to do business as a foreign entity limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and Holders, the Collateral ManagerManager and to each Rating Agency, (iii) the Global Rating Agency Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence (including including, if required, holding regular members’meetings of its manager(s) and member(s), managers’ or other similar similar, meetings) are followedfollowed and (ii) shall not have any employees (other than its managers to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Offering Circular, (B) the Collateral Management Agreement or the Issuer Limited Liability Company Agreement, engage in any transaction with any Person member that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay make distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Issuer Limited Liability Company Agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated statutory trust formed under the laws of the Cayman IslandsState of Delaware, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Notes or any of the CollateralAssets; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation formation from the Cayman Islands State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders and Holders, the Collateral ManagerManager and to each Rating Agency, (iii) the Global Rating Agency Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% a Majority of the Outstanding Notes Controlling Class objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectchange. (b) The Issuer (i) shall ensure that all limited liability company organizational or other formalities regarding its existence (including including, if required, holding regular members’meetings of the board of directors, trustees, managers’ , beneficial owners, shareholders and partners, as applicable, or other similar meetings) are followedfollowed and (ii) shall not have any employees (other than its directors, managers, beneficial owners, trustees and partners to the extent they are employees). The Issuer shall not take any action action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) (x) the Issuer shall not (A1) have any employeesexcept as contemplated by the Collateral Management Agreement or the Trust Agreement, (B) engage in any transaction with any Person shareholder or holder of trust interests that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C2) pay dividends or distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents the Trust Agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s 's length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one Independent Manager that is Independent of the Collateral Manager.

Existence of Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a an exempted company incorporated under the laws of the Cayman Islands, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing signing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdictionCollateral, (iii) written notice of such change shall have been given to the Trustee by the Issuer, which notices shall be promptly forwarded by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subjectStates. (b) The Issuer shall ensure that all limited liability company corporate or other formalities regarding its existence (including including, to the extent required by applicable law, holding regular members’, managersdirectors’ or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to would result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees (other than directors or officers to the extent such Persons constitute employees), (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statementsstatements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its AffiliatesAffiliates (provided that, subject to the truth and accuracy of the relevant representations and warranties of the Issuer and compliance by the Issuer with the relevant undertakings under the Transaction Documents, its relationship with its Affiliates pursuant to the Transaction Documents shall be deemed to be at arm’s length), (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.