Common use of Additional Issuance Clause in Contracts

Additional Issuance. (a) On any Business Day during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell (x) additional Notes of any one or more new classes of Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount of the Notes of such Class on the Closing Date; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal Proceeds; (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied. (b) With respect to any additional Notes of an existing Class issued as described above, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)Issuer, as applicable, may issue and sell (xor, in the case of the Class A-1 Loans, incur) additional Notes debt of any one or more new classes of Classes and/or Junior Mezzanine Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notes) and use the proceeds (net of expenses for the additional issuance or incurrence) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise permitted under the this Indenture (including, with respect to the except that proceeds of an additional issuance of Subordinated NotesNotes and/or Junior Mezzanine Notes (x) at any time, may be used to pay for expenses related to a Refinancing or a Re-Pricing (to the extent such expenses remain outstanding after application of (i) the Priority of Payments on the Payment Date following such Refinancing or Re-Pricing and (ii) all amounts in the Supplemental Reserve Account) and (y) after the Reinvestment PeriodPeriod may not be used to purchase additional Collateral Obligations), to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) prior to execution of the Issuer has obtained supplemental indenture providing for such issuance, such issuance (or, in the consent case of the Class A-1 Loans, inucrrence) is consented to by (wA) the Collateral ManagerManager and (B) unless such issuance is a Risk Retention Issuance, (x) the Retention Holder, (yI) a Majority of the Subordinated Notes and (zII) solely with respect to the an additional issuance or incurrence of any Class of Secured NotesA-1A Debt to the extent the Class A-1A Notes remains Outstanding, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredClass A-1A Debt; (ii) in the case of additional Notes of any one or more existing ClassesSubordinated Notes, the aggregate principal amount of Subordinated Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Subordinated Notes of such Class on the 2024 Closing Date; (iii) in the case of additional Notes Debt of any one or more existing Classes, the terms of the Notes debt issued must be identical to the respective terms of previously issued Notes Debt of the applicable Class (except that the interest due on additional Secured Notes Debt will accrue from the issue date of such additional Secured Notes Debt and the interest rate and price of such Notes do Debt does not have to be identical to those of the initial Notes Debt of that Class; provided that the spread over the Reference Rate and/or fixed interest rate of any such additional Secured Notes Debt will not be greater than the spread over the Reference Rate and/or fixed interest rate on the applicable Class of Secured NotesDebt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes Debt of any one or more existing Classes, unless only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued, additional Notes Debt of all Classes must be issued and such issuance of additional Notes Debt must be proportional across all Classes; , provided that, in relation to each other, that the principal amount of 120 Subordinated Notes issued in any such issuance may be larger than exceed the proportion otherwise applicable to the Subordinated Notes; (viv) the Issuer has notified the Rating Agency of such issuance prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (viivi) the proceeds of any additional Notes Secured Debt (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, which fees and expenses shall be paid solely from the proceeds of such additional issuance or incurrence) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; provided, however, that the Collateral Manager may designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to each Class of Notes for any Permitted Use with the consent of a Majority of the Subordinated Notes; (vii) no Event of Default has occurred and is continuing; and (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied. (b) With respect to any Any additional Notes of an existing Class issued as described above, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Junior Mezzanine Notes may acquire a pro rata portion of be offered at prices that differ from the new class of Notes in relation to their holdings of Subordinated Notesapplicable initial offering price. (c) Notwithstanding The requirements of this Section 2.13 (Additional Issuance) shall not apply to Debt issued or incurred, as applicable, in connection with a Refinancing or a Re-Pricing (including Re-Pricing Replacement Debt). (d) The Collateral Manager may, with the foregoing, unless it consents to do so, none consent of a Majority of the Collateral ManagerSubordinated Notes, designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes for any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance Permitted Use. (e) In connection with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed an issuance of additional notes shall Debt, additional Class A-1 Loans may be made by incurred (in loan form only) and will be borrowed pursuant to the Collateral Manager at the time the marketing terms of the related additional notes is commenced and with respect to the law and regulations then applicableClass A-1 Credit Agreements.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes or a Risk Retention Issuance only, during and after the Reinvestment Period), the Co-Issuers Issuer may issue or the Issuer (including at the direction of the Collateral Manager)incur, as applicable, may issue and sell (x) additional Notes debt of any one or more Classes and/or issue or incur, as applicable, additional debt of one or more new classes of Notes that are subordinated to the existing Secured Notes Debt (or to the most junior class Class of securities of the Issuer (other than the Subordinated Notes) (such Notes, “Junior Debt”)) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes Debt and the Subordinated Notes is then OutstandingOutstanding (subject, in the case of additional notes of an existing Class of Secured Debt, to Section 2.13(a)(v) and/or (y) additional Notes of any one or more existing Classes (other than the Class X NotesAdditional Issuance)) and use the proceeds (net of expenses for the additional issuance) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise permitted under the this Indenture (including, with respect to the except that proceeds of an additional issuance of Subordinated NotesNotes (x) at any time, may be used to facilitate a Refinancing or Re-Pricing (to the extent such expenses remain outstanding after application of (i) the Priority of Payments on the Payment Date following such Refinancing or Re- Pricing and (ii) all amounts in the Financing Expense Account) and (y) after the Reinvestment PeriodPeriod may not be used to purchase additional Collateral Obligations), to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent of such issuance or incurrence, as applicable, is consented to by (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes, (y) in the case of the issuance of additional Secured Debt that is not a Risk Retention Issuance, a Majority of the Class A-1 Notes and (z) solely in the case of the incurrence of additional Class B Loans, with respect to the additional issuance consent of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredClass B Loans; (ii) no Event of Default has occurred and is continuing; (iii) in the case of additional Notes debt of any one or more existing Classes, the aggregate principal amount of Notes Debt of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes Debt of such Class on the Closing Date; (iiiiv) in the case of additional Notes debt of any one or more existing Classes, the terms of the Notes debt issued must be identical to the respective terms of previously issued Notes Debt of the applicable Class (except that the interest due on additional Secured Notes Debt will accrue from the issue date of such additional Secured Notes Debt and the interest rate and price of such Notes Debt do not have to be identical to those of the initial Notes Debt of that Class; provided that the spread over the Benchmark and/or fixed interest rate of any such additional Secured Notes Debt will not be greater than the spread over the Benchmark and/or fixed interest rate on the applicable Class of Secured NotesDebt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes debt of any one or more existing Classes, unless only additional Subordinated Notes are being issuedissued or in the case of a Risk Retention Issuance, additional Notes debt of all Classes must be issued or incurred, as applicable, and such issuance or incurrence, as applicable, of additional Notes debt must be proportional across all Classes; , provided that, in relation to each other, that the principal amount of Subordinated Notes issued in any such issuance may be larger than exceed the proportion otherwise applicable to the Subordinated Notes; (vi) prior the Global Rating Agency Condition shall have been satisfied with respect to all Secured Debt; provided, that if only additional Subordinated Notes are being issued, satisfaction of the issuance date, Global Rating Agency Condition will not be required if the Issuer (or the Collateral Manager on its behalf) must notify the notifies each Rating Agencies Agency of such issuance; (vii) the proceeds of any additional Notes Secured Debt (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments Payments; provided, that if only Subordinated Notes are issued then such proceeds may be treated as Interest Proceeds or Principal ProceedsProceeds or used for any Permitted Use (in each case, as directed by the Collateral Manager); (viii) each Coverage Test is maintained written advice of Dechert LLP or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) Cadwalader, Wickersham & Taft LLP or an opinion of nationally recognized U.S. tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and (with a copy to the Trustee Collateral Trustee) to the effect that (A) such issuance will or incurrence, as applicable, would not result in cause the Issuer being to be treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes willA Debt, and any additional Class E B Debt and additional Class C Notes should, will be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided that such opinions described in clause (B) shall not be required with respect to any Class if 100% of the Holders thereof have consented to a waiver of such requirements; (ix) such additional Class F Notes debt, if such additional debt is not Subordinated Notes, will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulation Section 1.1275-3(b)(1)(i), if such information is required; (x) unless such issuance is a Risk Retention Issuance, after giving effect to such additional issuance, each Overcollateralization Ratio will be maintained or improved; (xi) the U.S. Risk Retention Rules are not materially more likely satisfied with respect to be treated as equity than the previously issued Class F Notessuch additional issuance; (xii) [reserved]; and (xxiii) an Officer's certificate of the Issuer (and Co-Issuer, if applicableor the Collateral Manager on its behalf) shall be delivered has certified to the Collateral Trustee certifying that all the conditions precedent applicable to the issuance of such additional Notes under this Indentureissuance or incurrence, including those requirements set forth in this Section 2.13(a)as applicable, have been satisfied. (b) With respect to any Any additional Notes debt of an existing Class issued as described above, to may be offered at prices that differs from the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notesapplicable initial offering price. (c) Notwithstanding the foregoingThe requirements of this Section 2.13 (Additional Issuance) shall not apply to Debt issued or incurred, unless it consents to do soas applicable, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder in connection with a Refinancing or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicablea Re-Pricing (including Re-Pricing Replacement Notes).

Additional Issuance. (a) On At any Business Day during time within the Reinvestment Period (andor, in the case of an issuance solely of the additional Subordinated Notes onlyor Junior Mezzanine Notes, after the Reinvestment Periodat any time), the Co-Issuers or Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue (i) Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes that are subordinate to the Issuer Class A Notes, except, that a larger proportion of Subordinated Notes may be issued) and/or (including at the direction of the Collateral Manager), as applicable, may issue and sell (xii) additional Subordinated Notes and/or additional notes of any one or more new classes of Notes notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstandingoutstanding) and/or (y) such additional Notes of any one or more existing Classes (other than the Class X notes, “Junior Mezzanine Notes”) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) Manager and the Retention Holder, (y) Holder each consents to such issuance and such issuance is consented to by a Majority Supermajority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and that the interest rate spread over LIBOR and price prices of such Notes do may be lower (but not have to be identical to higher) than those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) the net proceeds of the issuance of any additional Subordinated Notes and Junior Mezzanine Notes shall be deposited in the Supplemental Reserve Account and employed in connection with respect to any existing Class of Secured Notes, Permitted Use; provided that this subclause (iv) shall only apply if such additional Subordinated Notes must be issued at a price equal to or greater than and Junior Mezzanine Notes are the principal amount thereofonly Notes included in such additional issuance; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated NotesS&P Rating Condition shall have been satisfied; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral ObligationsObligations or, solely in the case of (x) additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to invest in Eligible Investments or to apply pursuant each Class of Notes that are subordinate to the Priority Class A Notes and (y) Junior Mezzanine Notes other than additional Subordinated Notes and Junior Mezzanine Notes, as another Permitted Use; (vii) to the extent such issuance would be of Payments as Principal Proceedsadditional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Notes shall not be reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ix) written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B2) any additional Secured Notes (other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, Restricted Notes) will be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion described in this clause (2) will not be required with respect to any additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class F Notes that are not materially more likely outstanding at the time of the additional issuance; (x) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be treated as equity than provided to the previously issued Class F Holders of Secured Notes (including the Additional Notes); and (xxi) to the extent such issuance would be of additional Subordinated Notes (other than an additional issuance effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager or the sponsor of the Issuer under the U.S. Risk Retention Rules to comply with the U.S. Risk Retention Rules), not less than $1,000,000 in principal amount of additional Subordinated Notes are issued in such additional issuance; and (xii) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that is Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) than those of the initial Notes of that Class). Interest on the Additional Notes that is Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) Except with respect to a Risk Retention Issuance, any additional Additional Notes of an existing each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply . (d) In addition, Additional Notes may be issued in respect connection with any Refinancing of an additional issuance of Subordinated the Secured Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence restrictions in this Section 2.13. (e) The Issuer may not issue additional Class D Notes unless an Unfunded Class Funding has occurred. (f) For the avoidance of a Retention Deficiency because of an additional issuance of doubt, at any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after time within the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablebut shall not be obligated to, may issue and sell (x) additional Notes of any one or more new classes of Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenturea supplemental indenture in accordance with Section 9.01 hereof, if any class of securities issued pursuant to this Indenture other than the Secured issue Additional Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notes) and use the proceeds thereof to purchase additional Collateral Obligations Additional Loans or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds)this Indenture; provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) Servicer and the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect Parent each consent to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredsuch issuance; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount Outstanding Principal Balance of Additional Notes of such Class issued in all additional issuances issuances, as of their respective dates of issuance, together with the Initial Note Principal Balance of the original Notes shall not exceed 100% of the Aggregate Principal Amount of the Notes of such Class on the Closing Date$300,000,000; (iii) in the case of additional Additional Notes of any one or more existing Classes, will be secured by the same Indenture Collateral as the previously issued Notes and the terms of the Additional Notes issued must shall be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Additional Notes will accrue from the issue date of such additional Secured Additional Notes and that the interest rate and price prices of such Notes do not have to may be identical to different than those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and will be used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsAdditional Loans; (viiiv) each Coverage Test is maintained or improved immediately after giving effect to such issuance of Additional Notes and the any concurrent application of the proceeds thereofthereof to acquire Additional Loans, the Aggregate Outstanding Principal Balance will be no greater than the Borrowing Base; (ixvi) the Issuer shall have received Rating Agency Confirmation with respect to such issuance of Additional Notes; BUSINESS.29147457.3 (vii) neither the Servicer nor the Issuer shall fail to be in compliance with the credit risk retention requirements of Section 941 of the Xxxx-Xxxxx Act which were published in the Federal Register on December 24, 2014 and which became effective on December 24, 2016 (the “U.S. Risk Retention Rules”) as a result of such issuance; (viii) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer and (with a copy to the Trustee Trustee) to the effect that (A1) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B2) any additional Secured Additional Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, will be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that such opinion described in this clause (2) will not be required with respect to any Additional Notes that bear a different CUSIP number (or equivalent identifier) from the Notes that are outstanding at the time of the additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notesissuance; and (xix) an Officer's certificate such issuance is accomplished in a manner that allows the independent accountants of the Issuer (and Co-Issuer, if applicable) shall to accurately provide the tax information relating to original issue discount required to be delivered provided to the Trustee certifying that all conditions precedent applicable to the issuance holders of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfiedNotes. (b) With respect to any additional Interest on the Additional Notes shall be payable commencing on the first Payment Date following the issue date of an existing Class such Additional Notes (if issued as described above, prior to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such applicable Record Date). The Additional Notes on shall rank pari passu in all respects with the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated initial Notes. (c) In connection with any issuance of Additional Notes, the Issuer shall deliver, or cause to be delivered, notice of such issuance to the Trustee and the Noteholder Representative at least ten (10) Business Days prior to the proposed date of issuance of such Additional Notes. During the ten (10) Business Days immediately following delivery of such notice, (i) the existing Noteholders shall have the exclusive opportunity to make offers to purchase such Additional Notes and (ii) neither the Issuer, nor any party on its behalf, sell or attempt to sell the Additional Notes to any third party, offer such Additional Notes to or solicit offers to purchase such Additional Notes from any third party. Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation not issue Additional Notes without the Noteholder Representative’s consent if after giving effect to purchase any additional notessuch issuance, the Noteholder Representative and no such issuance shall occur if the Issuer or any Sponsor its Affiliates would own less than 50.5% of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicableoutstanding Notes.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes a Risk Retention Issuance only, during or after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablepursuant to a supplemental indenture in accordance with Section 8.1 hereof, may issue and sell (x) additional Additional Notes of any one or more new classes each Class (on a pro rata basis with respect to each Class of Notes or, if additional Class A-1 Notes are not being issued, on a pro rata basis for all Classes of Notes that are subordinated subordinate to the existing Secured Notes (or to the most junior class Class A-1 Notes, except that a larger proportion of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notesmay be issued) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds)this Indenture; provided that that, other than in connection with a Risk Retention Issuance, the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) Manager consents to such issuance and such issuance is approved by a Majority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) the Issuer has provided prior written notice of such issuance to S&P and to Fitch (so long as Fitch is then rating a Class of Notes) and unless only additional Subordinated Notes are being issued, the S&P Rating Condition shall be satisfied in connection therewith; (iv) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds or used to purchase additional Collateral Obligations; (v) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are the only Notes included in such additional issuance; (vi) the prior written consent of a Majority of the Class A-1 Notes shall have been obtained; (vii) the Overcollateralization Ratio with respect to each Class of Notes shall not be reduced after giving effect to such issuance; (viii) written advice from Dechert LLP, Cadwalader, Xxxxxxxxxx & Xxxx LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) such additional issuance will not result in the Issuer being treated as an association taxable as a corporation for U.S. federal income tax purposes or becoming subject to U.S. federal income tax with respect to its net income (including any tax imposed under Section 1446 of the Code) and (B) any Additional Notes (other than Subordinated Notes) will (to the extent sold on the date of the additional issuance to persons otherwise unrelated to the Issuer) be treated as debt for U.S. federal income tax purposes; (ix) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Notes (including the Additional Notes); (x) in the case of additional Secured Notes of any one or more existing Classes, the terms of the Secured Notes issued must be identical to the respective terms of previously issued Secured Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Secured Notes do not have to be identical to those of the initial Secured Notes of that Class; provided that the spread over the Benchmark and/or fixed interest rate of any such additional Secured Notes will not be greater than the spread over the Benchmark and/or fixed interest rate on the applicable Class of Secured Notes (solely in the case of such additional Secured Notes, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal Proceeds; (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notesunder this Indenture; and (xxi) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With respect Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to any additional the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) In the sole discretion of the Collateral Manager, in order to permit the Collateral Manager or the U.S. Retention Holder to comply with the U.S. Risk Retention Rules, the Collateral Manager may, with notice to the Rating Agencies, direct the Issuer to issue additional Notes, which shall not be subject to the conditions above (such an existing issuance, a “Risk Retention Issuance”). (d) Any Additional Notes of each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply . (e) Additional Notes may be issued in respect connection with any Refinancing of an additional issuance of Subordinated the Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence of a Retention Deficiency because of an additional restrictions in this Section 2.13. (f) The issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered Closing Date will not be subject to investors generally, the restrictions above and each holder of such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it by its acquisition thereof consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if on the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicableClosing Date.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)Issuer, as applicable, may issue and sell (x) additional Notes notes of any one or more new classes of Notes notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) (the notes of any such additional class, “Junior Mezzanine Notes”) and/or (y) additional Notes notes of any one or more existing Classes (other than subject, in the case of additional notes of an existing Class X of Secured Notes, to Section 2.13(a)(v)) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture or, solely in the Indenture case of Additional Junior Notes Proceeds, for application as Interest Proceeds or Principal Proceeds as directed by the Collateral Manager for any Permitted Use (including, with respect to except that the proceeds of an additional issuance of Subordinated Notes, Notes after the Reinvestment PeriodPeriod may not be used to purchase additional Collateral Obligations), to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained Collateral Manager and, other than in the consent case of (w) a Risk Retention Issuance, a Majority of the Collateral Manager, (x) the Retention Holder, (y) Controlling Class and a Majority of the Subordinated Notes and (z) solely with respect consent to such issuance; provided that the additional issuance consent of any Class of Secured Notes, a Majority of the Controlling Class; provided that Class shall not be required if only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredissued; (ii) in the case of additional Notes notes of any one or more existing Classes, the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes of such Class on the Closing Date; (iii) in the case of additional Notes notes of any one or more existing Classes, the terms of the Notes notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread component of the interest rate (or, in the case of Fixed Rate Notes, the fixed interest rate) of any such additional Secured Notes will not be greater than the spread component of the interest rate (or, in the case of Fixed Rate Notes, the fixed interest rate) on the applicable Class of Secured NotesNotes (in each case, taking into account any original issue discount) and such additional issuance shall not be considered a Refinancing hereunder); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes notes of any one or more existing Classes, unless only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued, additional Notes notes of all Classes must be issued and such issuance of additional Notes notes must be proportional across all Classes; , provided that, in relation to each other, that the principal amount of Junior Mezzanine Notes or Subordinated Notes issued in any such issuance may be larger than exceed the proportion otherwise applicable to the Subordinated Notes; (viv) unless only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued, the S&P Rating Condition shall have been satisfied; provided that if only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued, the Issuer notifies the Rating Agency then rating a Class of Secured Notes of such issuance prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (viivi) the proceeds of any additional Notes notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; provided that the Collateral Manager may designate any portion of Additional Junior Notes Proceeds to be used for any Permitted Use; (vii) no Event of Default has occurred and is continuing; (viii) such issuance complies with the requirements of Sections 2.5, 3.2, 7.9 and 8.1; (ix) any additional Class A Notes will be issued at a cash sales price equal to or greater than the principal amount thereof; (x) other than in the case of a Risk Retention Issuance, (a) each Coverage Test and Collateral Quality Test is maintained or improved immediately satisfied both prior to and after giving effect to such additional issuance and (b) in the application case of an additional issuance of any Class of Secured Notes, each Coverage Test will be maintained or improved after giving effect to such additional issuance; (xi) the EU/UK Retention Holder subscribes for sufficient Subordinated Notes such that, after giving effect to the additional issuance and after the receipt by the Issuer of the proceeds thereofthereof into the Principal Collection Account as Principal Proceeds, the additional issuance will not result in a Retention Deficiency; (ixxii) written advice of Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A1) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis (including any tax liability imposed under Section 1446 of the Code) and (B2) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, will be treated as debt indebtedness for U.S. federal income tax purposes and purposes; provided, that the opinion described in clause (2) will not be required with respect to any additional notes that bear a different securities identifier from the Notes of the same Class F Notes that are not materially more likely to be treated as equity than Outstanding at the previously issued Class F Notestime of the additional issuance; and (xxiii) an Officer's certificate the additional Notes will be issued in a manner that allows the accountants of the Issuer (and Co-Issuer, if applicable) shall be delivered to accurately provide the Trustee certifying tax information relating to original issue discount that all conditions precedent applicable this Indenture requires the Issuer to the issuance provide to Holders of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfiedNotes. (b) With respect to Other than in the case of a Risk Retention Issuance, any additional Notes notes of an existing Class of Notes or of an existing class of Junior Mezzanine Notes issued as described aboveabove will, to the extent reasonably practicable, notice will be given offered first to Holders of that Class of Notes or class of Junior Mezzanine Notes in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply Class of Notes or class of Junior Mezzanine Notes, as applicable. Other than in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence case of a Risk Retention Deficiency because Issuance, any Junior Mezzanine Notes (of an additional issuance of any Class of Secured Notes. With respect to any new a not already existing class of Notes Junior Mezzanine Notes) issued as described aboveabove will, to the extent reasonably practicable, notice will first be given first offered to the existing Holders of the Subordinated Notes at least 20 Business Days prior in a sufficient amount to such issuance and allow such Holders will be afforded an opportunity to purchase a share of such new class of Notes on the same terms offered additional notes proportional to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings its then-current ownership of Subordinated Notes. Notwithstanding the foregoing and any other provision of this Indenture to the contrary, no consent of any Holder shall be required with respect to the issuance of additional notes of any Class at the request of the Collateral Manager in furtherance of a Risk Retention Issuance. (c) Notwithstanding The Co-Issuers or the foregoingIssuer, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of may also issue additional notes shall in connection with an Optional Redemption by Refinancing in which all Classes of Secured Notes are being redeemed in whole, which issuance will not be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect subject to the law and regulations then applicableSection 2.13(a) or Section 3.2 but will be subject only to Section 9.2.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of a Risk Retention Issuance or an issuance solely of the additional Subordinated Notes onlyand/or Junior Mezzanine Notes, after the Reinvestment Periodat any time), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell (xi) additional Debt of each Class (on a pro rata basis with respect to each Class of Debt or, if additional Class A Notes is not being issued, on a pro rata basis for all Classes that are subordinate to the Class A Notes) and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new classes of Notes Debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes Debt and the Subordinated Notes is then Outstanding) and/or (y) such additional Notes of any one or more existing Classes notes described in clause (other than ii), the Class X “Junior Mezzanine Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds”); provided that the following conditions are met: (i) the Issuer has obtained the consent (A) each of (w) the Collateral Manager, (x) the EU/UK Retention HolderHolder and the U.S. Retention Sponsor consents to such issuance, (y) a Majority of the Subordinated Notes and (zB) solely with respect to the an additional issuance of any Class of Secured A Notes, a Majority of the Controlling ClassClass A Notes consents to such issuance and (C) such issuance is approved by a Majority of the Subordinated Notes; provided that no consent pursuant to clause (A), (B) or (C) shall be required with respect of any additional issuance if only Subordinated Notes are being issued (x) such additional issuance is effected, in the sole discretion of the Collateral Manager, in order to prevent permit the Collateral Manager, the U.S. Retention Sponsor or cure a Retention Deficiency for any reason, only the consent sponsor of the Issuer under the Risk Retention Holder shall be required;Rules to comply with the Risk Retention Rules and (y) such additional debt is held by the sponsor of the Issuer, the U.S. Retention Sponsor or such sponsor’s majority-owned affiliate (as each such term is defined in the U.S. Risk Retention Rules) (such issuance, a “Risk Retention Issuance”) (ii) except in the case of additional Notes of any one or more existing Classesconnection with a Risk Retention Issuance, the aggregate principal amount of Notes Debt of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes Debt of such Class on the Closing Date; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes Debt issued must be identical to the respective terms of previously issued Notes Debt of the applicable Class (except that the interest due on additional Secured Notes Debt will accrue from the issue date of such additional Secured Notes Debt and the interest rate spread over the Reference Rate and the price of such Notes additional Secured Debt do not have to be identical to those of the initial Notes Secured Debt of that Class; provided that the spread of any Interest Rate on such additional Secured Notes will Debt must not be greater than exceed the spread on Interest Rate applicable to the applicable initial Secured Debt of that Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunderunless the S&P Rating Condition is satisfied); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes Secured Debt (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall will be treated as Principal Proceeds and the proceeds of any additional Subordinated Notes and/or Junior Mezzanine Notes (net of fees and expenses incurred in connection with such issuance and any concurrent Refinancing or Re-Pricing) will be treated as Principal Proceeds, and in each case where so treated, used to purchase additional Collateral ObligationsObligations or as otherwise permitted hereunder, to invest in Eligible Investments or to apply pursuant or, solely with respect to the Priority proceeds of Payments any Junior Mezzanine Notes or any additional Subordinated Notes, be treated as Principal ProceedsInterest Proceeds (if so designated by the Collateral Manager as permitted hereunder) or applied in accordance with any other Permitted Use; (viiiv) each Coverage Test is maintained or improved immediately except in connection with a Risk Retention Issuance, after giving effect to such issuance and issuance, the application Overcollateralization Ratio Test with respect to each Class of the proceeds thereofDebt is maintained or improved; (ixvi) written advice from Dechert LLP or Cadwalader, Xxxxxxxxxx & Xxxx LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer Trustee, in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not result in cause the Issuer being to be subject to U.S. federal income tax on a net basis (including any withholding tax liability under Section 1446 of the Code) nor cause the Issuer to be treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B2) any additional Secured Notes other than the Class E A Notes, Class B Notes and the Class F C Notes will, and any additional Class E Notes should, will be treated as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion of tax counsel described in clause (vi)(2) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class F Notes that are not materially more likely Outstanding at the time of the additional issuance; (vii) such issuance is accomplished in a manner that allows the Independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be treated provided to the holders of Secured Debt (including the additional Debt that constitutes Secured Debt); (viii) prior notice of such additional issuance has been provided by the Issuer to the Rating Agency; (ix) the Depositor and the EU/UK Retention Holder (via its 100% ownership of all of the equity interests in the Depositor) commits to acquire such additional Subordinated Notes as equity than may be required to satisfy the previously issued Class F NotesRisk Retention Rules following the additional issuance; and (x) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be is delivered to the Trustee certifying stating that all the foregoing conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), (i) through (ix) have been satisfied. (b) With respect to Unless such additional issuance is a Risk Retention Issuance, any additional Notes Debt of an existing any Class issued as described aboveabove will, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes Debt of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding anything set forth herein to the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Managercontrary, the Retention Holder or any Sponsor Issuer may also issue additional debt in connection with a Refinancing of the Issuer shall all Classes of Secured Debt, which issuance will not be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect subject to the law and regulations then applicableconditions of this Section 2.13 but will be subject only to the requirements described under Section 9.2 hereof.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablepursuant to a supplemental indenture in accordance with Section 8.1 hereof, may issue and sell (x) additional Additional Notes of any one or more new classes each Class (on a pro rata basis with respect to each Class of Notes that are subordinated subordinate to the existing Secured Notes (or to the most junior class Class A Notes, except, that a larger proportion of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notesmay be issued) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) in the Issuer has obtained the consent case of (w) the Collateral Manageradditional issuances of Subordinated Notes, (x) the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect to the each additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued is in order an amount equal to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredgreater than U.S.$2,000,000; (ii) in the case Collateral Manager and the Retention Provider each consents to such issuance and such issuance is approved by a Supermajority of additional Notes of any one or more existing Classes, the Subordinated Notes; (iii) the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iiiiv) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do may be lower (but not have to be identical to higher) than those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated NotesGlobal Rating Agency Condition shall have been satisfied; (vi) prior to the net proceeds of the issuance date, of any additional Subordinated Notes shall be deposited in the Issuer Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (or vi) shall only apply if such additional Subordinated Notes are the Collateral Manager on its behalf) must notify the Rating Agencies of only Notes included in such additional issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral Obligations, to invest in Eligible Investments Obligations or to apply pursuant to the Priority of Payments as Principal Proceedsanother Permitted Use; (viii) to the extent such issuance would be of additional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (ix) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Notes shall not be reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ixx) written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B2) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, will be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion described in this clause (2) will not be required with respect to any additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class F Notes that are not materially more likely outstanding at the time of the additional issuance; (xi) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be treated as equity than provided to the previously issued Class F Holders of Secured Notes (including the Additional Notes); and (xxii) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) than those of the initial Notes of that Class). Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) Except with respect to a Risk Retention Issuance, any additional Additional Notes of an existing each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply . (d) In addition, Additional Notes may be issued in respect connection with any Refinancing of an additional issuance of Subordinated the Secured Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence restrictions in this Section 2.13. (e) For the avoidance of a Retention Deficiency because of an additional issuance of doubt, at any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell additional notes of each Class (x) additional Notes of any one or more new classes on a pro rata basis with respect to each Class of Notes or, if additional Class A Notes are not being issued, on a pro rata basis for all Classes that are subordinated subordinate to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X A Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (includingincluding Permitted Uses), with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent each of (w) the Collateral Manager, (x) Manager and the Retention HolderHolder consents to such issuance, (y) and such issuance is approved by a Majority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredInterests; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes of such Class on the Closing Date; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the spread over LIBOR (or stated interest rate rate, in the case of Fixed Rate Notes) and the price of such additional Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread of any Interest Rate on such additional Secured Notes will must not be greater than exceed the spread on Interest Rate applicable to the applicable Class initial Notes of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunderthat Class); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance, including any reserve established by the Collateral Manager in its discretion to pay for any such fees and expenses estimated to be incurred in connection with such additional issuance) shall not be treated as Refinancing Proceeds and shall will be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal Proceedsotherwise permitted hereunder; (viiiv) the prior written consent of the Majority of the Controlling Class has been obtained; (vi) the Overcollateralization Ratio with respect to each Coverage Test Class of Notes is maintained or improved immediately not reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ixvii) an opinion Opinion of Counsel from tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer Trustee, in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not (A) result in the Issuer being treated as engaged in a trade or business within the becoming subject to United States for U.S. federal income taxation with respect to its net income or to any withholding tax purposes and liability under Section 1446 of the Code or (B) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes outstanding at the time of issuance and (2) any additional Secured Notes other than the Class E A Notes, Class B Notes, Class C Notes and the Class F D Notes will, will and any additional Class E Notes should, should be treated characterized as debt indebtedness for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely purposes; (viii) such issuance is accomplished in a manner that allows the Independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be treated as equity than provided to the previously issued Class F holders of Notes (including the additional Notes); (ix) notice of such additional issuance has been provided to Xxxxx’x and Fitch; and (x) an Officer's officer’s certificate of the Issuer (and Co-Issuer, if applicable) shall be is delivered to the Trustee certifying stating that all the foregoing conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), (i) through (ix) have been satisfied. (b) With respect to any Any additional Notes of an existing any Class issued as described aboveabove will, to the extent reasonably practicable, notice will be given offered first to Holders holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablepursuant to a supplemental indenture in accordance with Section 8.1 hereof, may issue and sell Additional Secured Debt of each Class (x) additional Notes on a pro rata basis with respect to each Class of any one or more new classes of Notes that are subordinated to the existing Secured Notes (or to Debt junior to, and pari passu with, the most junior class senior Class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then OutstandingDebt being issued) and/or (y) additional Additional Junior Notes of any one or more existing Classes (other than the Class X Notes) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds)this Indenture; provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes Manager and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredeach consent to such issuance; (ii) in the case of additional unless only Additional Junior Notes of any one or more existing Classesare being issued, the aggregate principal amount of Notes Additional Secured Debt of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes Secured Debt of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes Additional Secured Debt (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal or, solely in the case of Additional Junior Notes Proceeds, to be deposited in the Supplemental Reserve Account; (viiiiv) in the case of an additional issuance of Class A Notes, the prior written consent of a Majority of the Controlling Class shall have been obtained; (v) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Secured Debt shall not be reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ixvi) written advice from Winston & Xxxxxx LLP or Cadwalader, Xxxxxxxxxx & Xxxx LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer Trustee, in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not result in cause the Issuer being to be subject to U.S. federal income tax on a net basis (including any withholding tax liability under Section 1446 of the Code) nor cause the Issuer to be treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B2) any additional Secured Notes other than the Class E A Notes, Class B Notes, Class C Notes and the Class F D Notes will, and any additional Class E Notes should, will be treated as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion of tax counsel described in clause (vi)(2) will not be required with respect to any additional Secured Debt that bear a different securities identifier from the Secured Debt of the same Class F Notes that are Outstanding at the time of the additional issuance; (vii) in the case of additional Secured Debt of any one or more existing Classes, the terms of the Secured Debt issued must be identical to the respective terms of previously issued Secured Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue date of such additional Secured Debt and the interest rate and price of such Secured Debt do not materially more likely have to be treated as equity identical to those of the initial Secured Debt of that Class; provided that the spread over the Benchmark and/or fixed interest rate of any such additional Secured Debt will not be greater than the previously issued spread over the Benchmark and/or fixed interest rate on the applicable Class F Notesof Secured Debt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing under this Indenture; and (xviii) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With respect Interest on the Additional Secured Debt shall be payable commencing on the first Payment Date following the issue date of such Additional Secured Debt (if issued prior to the applicable Record Date). The Additional Secured Debt shall rank pari passu in all respects with the initial Secured Debt of that Class. (c) Subject to Section 2.12(b) above, any additional Notes Additional Secured Debt of an existing each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes Secured Debt of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for . (d) At any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes Interests may acquire a pro rata portion of make additional capital contributions to the new class of Notes Issuer in relation to their holdings of Subordinated Notesaccordance with Section 11.1(e). (ce) Notwithstanding The Issuer may also issue additional Secured Debt in accordance with a Refinancing which issuance shall not be subject to the foregoing, unless it consents to do so, none of the conditions above. (f) The Collateral Manager, any Manager or an Affiliate of the Collateral Manager, Manager shall have the Retention Holder right to acquire any Secured Debt or any Sponsor of Interests issued to the Issuer shall be under any obligation to purchase any additional notes, and no extent it deems such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in acquisition advisable for compliance with the U.S. Risk Retention Rules. A determination as Rules and the EU/UK Retention Requirements, and no consent of any Person to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed such additional issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicablerequired.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of (i) an issuance solely of the additional Subordinated Notes onlyand/or Junior Mezzanine Notes or (ii) the issuance of additional Notes to comply with the U.S. Risk Retention Rules, after at any time) and subject to the Reinvestment Period)conditions set forth in Section 3.2, the Co-Issuers or Issuers, with the Issuer (including at the direction consent of the Collateral Manager), as applicable, may issue and sell (x) additional Notes notes of any one or more new classes of Notes notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer Junior Class (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstandingoutstanding) (“Junior Mezzanine Notes”) and/or (y) additional Notes notes of any one or more existing Classes (other than Class of Secured Notes or the Class X Notes) Subordinated Notes and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes or Junior Mezzanine Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal ProceedsProceeds or Interest Proceeds in accordance with clause (vii) below); provided provided, that the following conditions are met: : (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention HolderCollateral Manager consents to such issuance, and (y) a Majority unless the Collateral Manager has certified that the aggregate principal amount of the Subordinated Notes and (z) solely with respect each Class of additional notes issued is equal to the additional minimum amount required to comply with the U.S. Risk Retention Rules, such issuance of any Class of Secured Notesis consented to by each Hedge Counterparty, a Majority of the Controlling Classif any; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Class A Notes, unless the Collateral Manager has certified that the aggregate principal amount of each Class of additional notes issued is equal to the minimum amount required to comply with the U.S. Risk Retention Rules, a Majority of the Class A Notes consents to such issuance; (iii) in the case of additional notes of any one or more existing ClassesClasses (other than Subordinated Notes or Junior Mezzanine Notes), the aggregate principal amount of Notes of such Class issued in all additional issuances shall must not exceed 100% of the respective original Aggregate Principal Outstanding Amount of the Notes of such Class on the Closing Date; Class; (iiiiv) in the case of additional Notes notes of any one or more existing Classes, the terms of the Notes notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes notes will accrue from the issue date of such additional Secured Notes notes and the interest spread over the Benchmark, in the case of additional Floating Rate Notes, or the fixed rate and price of interest, in the case of additional Fixed Rate Notes, of such Notes do notes does not have to be identical to those that of the initial Notes of that Class; provided provided, that the spread over the Benchmark, in the case of any additional Floating Rate Notes, or the fixed rate of interest, in the case of additional Fixed Rate Notes, on such additional notes must not exceed the spread over the Benchmark or the fixed rate of interest, respectively, applicable to the initial Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; Class); (v) in the case of additional Notes notes of any one or more existing Classes, unless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, additional Notes notes of all Classes must be issued and such issuance of additional Notes notes must be proportional across all Classes; , provided that, in relation to each other, that the principal amount of Junior Mezzanine Notes and/or Subordinated Notes issued in any such issuance may be larger than exceed the proportion otherwise applicable to the Junior Mezzanine Notes and/or Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal Proceeds; (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied. (b) With respect to any additional Notes of an existing Class issued as described above, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers Issuer (or the Issuer (including at the direction of the Collateral ManagerManager on its behalf), as applicable, may issue and sell (xA) additional Notes of any one or more new classes Classes of Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and then Outstanding, provided such issuance is approved by a Majority of the Subordinated Notes is then Outstanding) and/or (yB) additional Notes of any one or more all then existing Classes (other than which may be issued in the Class X form of pari passu sub-classes), so long as such issuance of additional Notes is proportional across all then existing Classes (provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes (with the consent of a Majority of the Subordinated Notes)) and and, in each case, use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect Manager consents to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredsuch issuance; (ii) solely in the case of an issuance of additional Notes pursuant to subclause (B) above, if the Aggregate Outstanding Amount of the Class A-1 Notes on the date of such issuance is less than the Aggregate Outstanding Amount of the Class A-1 Notes as of the Closing Date, the Majority of the Class A-1 Notes consents to such issuance; (iii) in the case of additional Notes of any one or more existing ClassesClasses (other than the Subordinated Notes), the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes of such Class on the Closing Date; (iiiiv) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except for legends, transfer restrictions and other provisions that do not affect the economic terms of the additional Secured Notes, and except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate rate, price and price spread of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread interest rate of any such additional Secured Notes will not be greater than the spread interest rate on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (ivv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must shall notify each Rating Agency then rating a Class of Secured Notes of each issuance of additional Notes (other than Subordinated Notes) prior to the Rating Agencies of such issuanceissuance date; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; (viii) immediately after giving effect to such issuance, each Coverage Test is satisfied or, with respect to any Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof;; and (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance would not cause the Holders or beneficial owners of Secured Notes previously issued to be deemed to have sold or exchanged such Notes under Section 1001 of the Code, (B) such issuance will not result in the Issuer being treated as engaged in a trade corporation or business within the United States a “publicly traded partnership” taxable as a corporation for U.S. federal income tax Tax purposes and (BC) any additional Secured Class A-1 Notes, Class B-1 Notes, Class C-1 Notes other than the or Class E D-1 Notes and the Class F Notes will, and any additional Class E Notes should, will be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfiedTax purposes. (b) With respect to any additional Notes of an existing Class issued as described above, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers Issuer (or the Issuer (including at the direction of the Collateral ManagerManager on its behalf), as applicable, may issue and sell (xA) additional Notes of any one or more new classes Classes of Notes that are subordinated to the existing Secured Notes (or pari passu to the most junior class Class of securities Secured Notes of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and then Outstanding, provided such issuance is approved by a Majority of the Subordinated Notes is then Outstanding) and/or (yB) additional Notes of any one or more all then existing Classes (other than which may be issued in the Class X form of pari passu sub-classes), so long as such issuance of additional Notes is proportional across all then existing Classes (provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes (with the consent of a Majority of the Subordinated Notes)) and and, in each case, use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect Manager consents to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredsuch issuance; (ii) solely in the case of an issuance of additional Notes pursuant to subclause (B) above, if the Aggregate Outstanding Amount of the Class A-1 Notes on the date of such issuance is less than the Aggregate Outstanding Amount of the Class A-1 Notes as of the Closing Date, the Majority of the Class A-1 Notes consents to such issuance; (iii) in the case of additional Notes of any one or more existing ClassesClasses (other than the Subordinated Notes), the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes of such Class on the Closing Date; (iiiiv) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except for legends, transfer restrictions and other provisions that do not affect the economic terms of the additional Secured Notes, and except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate rate, price and price spread of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread interest rate of any such additional Secured Notes will not be greater than the spread interest rate on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (ivv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must shall notify each Rating Agency then rating a Class of Secured Notes of each issuance of additional Notes (other than Subordinated Notes) prior to the Rating Agencies of such issuanceissuance date; (vii) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; (viii) immediately after giving effect to such issuance, each Coverage Test is satisfied or, with respect to any Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof;; and (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance would not cause the Holders or beneficial owners of Secured Notes previously issued to be deemed to have sold or exchanged such Notes under Section 1001 of the Code, (B) such issuance will not result in the Issuer being treated as engaged in a trade corporation or business within the United States a “publicly traded partnership” taxable as a corporation for U.S. federal income tax Tax purposes and (BC) any additional Secured Class A-1 Notes, Class B-1 Notes, Class C-1 Notes other than the or Class E D-1 Notes and the Class F Notes will, and any additional Class E Notes should, will be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfiedTax purposes. (b) With respect to any additional Notes of an existing Class issued as described above, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (andor, in the case of a Risk Retention Issuance or an issuance solely of the additional Subordinated Notes onlyand/or Junior Mezzanine Notes, after the Reinvestment Periodat any time), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell (xi) additional Debt of each Class (on a pro rata basis with respect to each Class of Debt or, if additional Class A Notes is not being issued, on a pro rata basis for all Classes that are subordinate to the Class A Notes) and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new classes of Notes Debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes Debt and the Subordinated Notes is then Outstanding) and/or (y) such additional Notes of any one or more existing Classes notes described in clause (other than ii), the Class X “Junior Mezzanine Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds”); provided that the following conditions are met: (i) the Issuer has obtained the consent (A) each of (w) the Collateral Manager, (x) the EU/UK Retention HolderHolder and the U.S. Retention Sponsor consents to such issuance, (yB)(1) if the Initial Secured Note Investor Condition is satisfied, solely with respect to an additional issuance of Secured Debt, a Majority of the Subordinated Notes and Controlling Class consents to such issuance or (z2) otherwise, solely with respect to the an additional issuance of any Class of Secured A Notes, a Majority of the Controlling ClassClass A Notes consents to such issuance and (C) such issuance is approved by a Majority of the Subordinated Notes; provided that no consent pursuant to clause (A), (B) or (C) shall be required with respect of any additional issuance if only Subordinated Notes are being issued (x) such additional issuance is effected, in the sole discretion of the Collateral Manager, in order to prevent permit the Collateral Manager, the U.S. Retention Sponsor or cure a Retention Deficiency for any reason, only the consent sponsor of the Issuer under the Risk Retention Holder shall be requiredRules to comply with the Risk Retention Rules and (y) such additional debt is held by the sponsor of the Issuer, the U.S. Retention Sponsor or such sponsor’s majority-owned affiliate (as each such term is defined in the U.S. Risk Retention Rules) (such issuance, a “Risk Retention Issuance”); (ii) except in the case of additional Notes of any one or more existing Classesconnection with a Risk Retention Issuance, the aggregate principal amount of Notes Debt of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Outstanding Amount of the Notes Debt of such Class on the Closing Date; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes Debt issued must be identical to the respective terms of previously issued Notes Debt of the applicable Class (except that the interest due on additional Secured Notes Debt will accrue from the issue date of such additional Secured Notes Debt and the interest rate spread over the Reference Rate and the price of such Notes additional Secured Debt do not have to be identical to those of the initial Notes Secured Debt of that Class; provided that the spread of any Interest Rate on such additional Secured Notes will Debt must not be greater than exceed the spread on Interest Rate applicable to the applicable initial Secured Debt of that Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunderunless the S&P Rating Condition is satisfied); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes Secured Debt (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall will be treated as Principal Proceeds and the proceeds of any additional Subordinated Notes and/or Junior Mezzanine Notes (net of fees and expenses incurred in connection with such issuance and any concurrent Refinancing or Re-Pricing) will be treated as Principal Proceeds, and in each case where so treated, used to purchase additional Collateral ObligationsObligations or as otherwise permitted hereunder, to invest in Eligible Investments or to apply pursuant or, solely with respect to the Priority proceeds of Payments any Junior Mezzanine Notes or any additional Subordinated Notes, be treated as Principal ProceedsInterest Proceeds (if so designated by the Collateral Manager as permitted hereunder) or applied in accordance with any other Permitted Use; (viiiv) each Coverage Test is maintained or improved immediately except in connection with a Risk Retention Issuance, after giving effect to such issuance and issuance, the application Overcollateralization Ratio Test with respect to each Class of the proceeds thereofDebt is maintained or improved; (ixvi) written advice from Dechert LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer Trustee, in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A1) such additional issuance will not result in cause the Issuer being to be subject to U.S. federal income tax on a net basis (including any withholding tax liability under Section 1446 of the Code) nor cause the Issuer to be treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B2) any additional Secured Notes other than the Class E A Notes, Class B Notes and the Class F C Notes will, and any additional Class E Notes should, will be treated as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion of tax counsel described in clause (vi)(2) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class F Notes that are not materially more likely Outstanding at the time of the additional issuance; (vii) such issuance is accomplished in a manner that allows the Independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be treated provided to the holders of Secured Debt (including the additional Debt that constitutes Secured Debt); (viii) prior notice of such additional issuance has been provided by the Issuer to the Rating Agency; (ix) the Depositor and the EU/UK Retention Holder (via its 100% ownership of all of the equity interests in the Depositor) commits to acquire such additional Subordinated Notes as equity than may be required to satisfy the previously issued Class F NotesRisk Retention Rules following the additional issuance; and (x) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be is delivered to the Trustee certifying stating that all the foregoing conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), (i) through (ix) have been satisfied. (b) With respect to Unless such additional issuance is a Risk Retention Issuance, any additional Notes Debt of an existing any Class issued as described aboveabove will, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes Debt of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding anything set forth herein to the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Managercontrary, the Retention Holder or any Sponsor Issuer may also issue additional debt in connection with a Refinancing of the Issuer shall all Classes of Secured Debt, which issuance will not be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect subject to the law and regulations then applicableconditions of this Section 2.13 but will be subject only to the requirements described under Section 9.2 hereof.

Additional Issuance. (a) On At any Business Day during time within the Reinvestment Period (andor, in the case of an issuance solely of the additional Subordinated Notes onlyor Junior Mezzanine Notes, after the Reinvestment Periodat any time), the Co-Issuers Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue or the Issuer (including at the direction of the Collateral Manager)incur, as applicable, (i) Additional Debt of each Class (on a pro rata basis with respect to each Class of Debt that is subordinate to the Class A Debt, except that a larger proportion of Subordinated Notes may issue and sell be issued) and/or (xii) additional Subordinated Notes and/or additional notes of any one or more new classes of Notes notes that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes Debt and the Subordinated Notes is then Outstandingoutstanding) and/or (y) such additional Notes of any one or more existing Classes (other than the Class X notes, "Junior Mezzanine Notes") and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) the Issuer has obtained Collateral Manager and the consent of (w) the Collateral Manager, (x) the U.S. Retention Holder, (y) Provider each consents to such issuance or incurrence and such issuance and incurrence is consented to by a Majority Supermajority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Notes Additional Debt of such any Class issued or incurred in all additional issuances or incurrences shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes Debt of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes Debt issued or incurred must be identical to the respective terms of previously issued Notes or incurred Debt of the applicable Class (except that the interest due on additional Secured Notes Debt will accrue from the issue or incurrence date of such additional Secured Notes Debt and that the interest rate and price of such Notes do Debt may be lower (but not have to be identical to higher) than those of the initial Notes Debt of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance or incurrence shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notesunless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, such additional Notes must be issued at a price equal to or greater than the principal amount thereofS&P Rating Condition shall have been satisfied; (v) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the case of additional Notes of Supplemental Reserve Account and employed in connection with any one or more existing Classes, unless Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are being issued, the only Debt included in such additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notesissuance; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes Additional Debt (net of fees and expenses incurred in connection with such issuanceissuance or incurrence) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral ObligationsObligations or, solely in the case of (x) additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to invest in Eligible Investments or to apply pursuant each Class of Debt that is subordinate to the Priority Class A Debt and (y) Junior Mezzanine Notes other than additional Subordinated Notes and Jxxxxx Xxxxxxxxx Notes, as another Permitted Use; (vii) to the extent such issuance or incurrence would be of Payments as Principal Proceedsadditional Secured Debt (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Debt shall not be reduced after giving effect to such issuance and the application of the proceeds thereofor incurrence; (ix) written advice from Dechert LLP or Pxxx Xxxxxxxx LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer (with a copy to the Collateral Trustee), in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B) any additional Secured Notes Debt (other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, Subordinated Notes) will be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the advice or opinion described in this clause (B) will not be required with respect to any additional Secured Debt that bear a different CUSIP number (or equivalent identifier) from the Secured Debt of the same Class F Notes that are not materially more likely outstanding at the time of the additional issuance; (x) such issuance or incurrence is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be treated as equity than provided to the previously issued Class F NotesHolders of Secured Debt (including the Additional Debt); and (xxi) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Collateral Trustee certifying (and, in the case of the additional incurrence of Class A Loans, the Loan Agent) stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With The terms and conditions of the Additional Debt of each Class issued or incurred pursuant to this Section 2.13 shall be identical to those of the initial Debt of that Class (except that the interest due on the Additional Debt that is Secured Debt shall accrue from the issue date of such Additional Debt and the interest rate and price of such Additional Debt may be lower (but not higher) than those of the initial Debt of that Class). Interest on the Additional Debt that are Secured Debt shall be payable commencing on the first Payment Date following the issue date of such Additional Debt (if issued or incurred prior to the applicable Record Date). The Additional Debt shall rank pari passu in all respects with the initial Debt of that Class. (c) Except with respect to a Risk Retention Issuance, any additional Notes Additional Debt of an existing each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes Debt of such Class; provided that such requirement shall not apply . (d) In addition, Additional Debt may be issued or incurred in respect connection with any Refinancing of an additional issuance of Subordinated Notes if such additional issuance is required the Secured Debt in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence restrictions in this Section 2.13. (e) For the avoidance of a Retention Deficiency because of an additional issuance of doubt, at any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after time within the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablepursuant to a supplemental indenture in accordance with Section 8.1 hereof, may issue and sell (x) additional Additional Notes of any one or more new classes each Class (on a pro rata basis with respect to each Class of Notes or, if additional Class A Notes are not being issued, on a pro rata basis for all Classes that are subordinated subordinate to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X A Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) a Majority of the Subordinated Notes and (z) solely with respect Manager consents to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredsuch issuance; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate spread over LIBOR and the price of such additional Notes do not have to be identical to those of the initial Notes of that Class; provided provided, that the spread of any Interest Rate on such additional Secured Notes will must not be greater than exceed the spread on Interest Rate applicable to the applicable Class initial Notes of Secured Notesthat Class) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereofGlobal Rating Agency Condition shall have been satisfied; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral Obligations, to invest in Eligible Investments Obligations or to apply pursuant to the Priority of Payments as Principal Proceedsanother Permitted Use; (viii1) to the extent such issuance would be of additional Notes (other than the Class A Notes), the prior written consent of a Majority of the Class A Notes shall have been obtained and (2) to the extent such issuance would be of additional Class A Notes or any additional Class of Notes pari passu with or senior to the Class A Notes, the prior written consent of a Supermajority of the Class A Notes shall have been obtained; (vii) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Notes shall not be reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ixviii) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer Trustee, in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A) such issuance would not (1) result in the Issuer becoming subject to United States federal income taxation with respect to its net income or (2) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the Holders of any Class of Notes Outstanding at the time of issuance, as described in the Offering Circular under the heading “U.S. Federal Income Tax Considerations,” (B) such additional issuance will not result in the Issuer being Holders or beneficial owners of Notes previously issued to be deemed to have sold or exchanged such Notes under Section 1001 of the Code and (C) to the extent treated as engaged in a trade or business within the United States issued for U.S. federal income tax purposes and (B) purposes, any additional Secured Additional Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, will be treated as debt indebtedness for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely purposes; (ix) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be treated as equity than provided to the previously issued Class F Holders of Notes (including the Additional Notes); and (x) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With respect The terms and conditions of the Additional Notes of each Class issued pursuant to any this Section 2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on additional Notes will accrue from the issue date of an existing such additional Notes and the spread over LIBOR and the price of such additional Notes do not have to be identical to those of the initial Notes of that Class; provided, that the Interest Rate on such additional Notes must not exceed the Interest Rate applicable to the initial Notes of that Class). Interest on the Additional Notes that are Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Notes of each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect . (d) For the avoidance of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for doubt, at any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes Interests may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day time during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell (x) additional Notes notes of any one or more new classes of Notes notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes and the Reinvesting Holder Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes notes of any one or more existing Classes (other than the Class X Notes and the Reinvesting Holder Notes and subject, in the case of additional notes of an existing Class of Secured Notes, to Section 2.13(a)(v)) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (includingthis Indenture, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds); provided that the following conditions are met: (i) the Issuer has obtained the consent of such issuance is consented to by (wA) the Collateral Manager, (x) the Retention Holder, (y) Portfolio Manager and a Majority of the Subordinated Notes and (zB) solely with respect to except in the case of the first additional issuance of any Class of Secured Subordinated Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes notes of any one or more existing Classes, the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) in the case of additional Notes notes of any one or more existing Classes, the terms of the Notes notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes notes will accrue from the issue date of such additional Secured Notes notes and the interest rate and price of such Notes notes do not have to be identical to those of the initial Notes of that Class; , provided that the spread interest rate on such notes may not exceed the interest rate applicable to the initial Notes of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunderthat Class); (iv) with respect to any existing Class of Secured Notes, such additional Notes notes must be issued at a Cash sales price equal to or greater than the principal amount thereof; (v) in the case of additional Notes securities of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes securities of all Classes must be issued and such issuance of additional Notes securities must be proportional across all Classes; Classes of Notes, provided that, in relation to each other, that the principal amount of Subordinated Notes issued in any such issuance may be larger than exceed the proportion otherwise applicable to the Subordinated Notes; (vi) unless only additional Subordinated Notes are being issued, the Rating Condition shall have been satisfied (or deemed inapplicable pursuant to Section 14.16); provided that if only additional Subordinated Notes are being issued, the Issuer notifies each Rating Agency of such issuance prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Notes notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; (viii) each Coverage Test is maintained or improved unless only additional Subordinated Notes are being issued, immediately prior to, and after giving effect to to, such issuance and the application of the proceeds thereof, each Coverage Test is satisfied and the Collateral Quality Test is satisfied (or, only with respect to the Collateral Quality Test, if not satisfied, maintained or improved); (ix) unless only additional Subordinated Notes are being issued, an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) in the case of additional notes of any one or more existing Classes, such issuance will would not result in cause the Issuer being treated as engaged in a trade Holders or business within beneficial owners of previously issued Notes of such Class to be deemed to have sold or exchanged such Notes under Section 1001 of the United States for U.S. federal income tax purposes Code, and the Treasury regulations promulgated thereunder and (B) any additional Secured Class A Notes, Class B Notes, Class C Notes other than or Class D Notes will be, and the Class E Notes and the Class F Notes willshould be, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes purposes; (x) all fees and any expenses in connection with such additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notesissuance have been paid; and (xxi) an Officer's certificate immediately after giving effect to such transaction, no Default or Event of the Issuer (Default shall have occurred and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfiedcontinuing. (b) With respect to any Any additional Notes notes of an existing Class issued as described aboveabove will, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall . The Issuer may not apply in respect of an issue additional issuance of Subordinated Class X Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Reinvesting Holder Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase may not, following the Closing Date, issue any additional notes, and no such issuance shall occur if Reinvesting Holder Notes (but may increase the Issuer or principal amount of any Sponsor of the Issuer would fail to be Outstanding Reinvesting Holder Notes in compliance accordance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicableSection 11.1(e)).

Additional Issuance. (a) On At any Business Day during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after time within the Reinvestment Period), the Co-Issuers or the Issuer (including at the direction of the Collateral Manager)may, as applicablepursuant to a supplemental indenture in accordance with Section 8.1 hereof, may issue and sell (x) additional Additional Notes of any one or more new classes of Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notes) and use the proceeds to purchase additional Additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) Manager and the Retention Holder, (y) Provider each consent to such issuance and such issuance is consented to by a Majority Supermajority of the Subordinated Notes and (z) solely unless the Collateral Manager has determined in its sole discretion that it is an issuance required to comply with respect to the additional issuance of any Class of Secured NotesU.S. Risk Retention Rules, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent EU Securitisation Laws or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be requiredUK Securitisation Laws; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and that the interest rate and price prices of such Notes do may be lower (but not have to be identical to higher) than those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the Principal Collections Subaccount and employed in connection with respect to any existing Class of Secured Notes, Permitted Use; provided that this subclause (iv) shall only apply if such additional Subordinated Notes must be issued at a price equal to or greater than are the principal amount thereofonly Notes included in such additional issuance; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Additional Collateral Obligations, to invest in Eligible Investments Obligations or to apply pursuant to the Priority of Payments as Principal Proceedsanother Permitted Use; (viiivi) each Coverage Test to the extent such issuance would be of additional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Secured Notes has been obtained; (vii) the Borrowing Base Condition is maintained or improved immediately satisfied after giving effect to such issuance and the application of the proceeds thereofissuance; (ixviii) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer and (with a copy to the Trustee Trustee) to the effect that (A1) such additional issuance will not result in the Issuer being treated as engaged in a trade or business within the United States publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis and (B2) any additional Secured Class A Notes other than the or Class E Notes and the Class F B Notes will, and any additional Class E C Notes should, be treated characterized as debt indebtedness for U.S. federal income tax purposes and purposes; provided, however, that such opinion described in this clause (2) will not be required with respect to any additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class F Notes that are not materially more likely outstanding at the time of the additional issuance; (ix) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be treated as equity than provided to the previously issued Class F holders of Secured Notes; and (x) an Officer's ’s certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With respect to any additional The terms and conditions of the Additional Notes of an existing each Class issued as described above, pursuant to this Section 2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) than those of the initial Secured Notes). Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such applicable Record Date). The Additional Notes on shall rank pari passu in all respects with the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of initial Notes of such that Class; provided that such requirement shall not apply . (c) In addition, Additional Notes may be issued in respect connection with any Refinancing of an additional issuance of Subordinated the Secured Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence restrictions in this Section 2.13, other than the restrictions under clauses (a)(viii) and (ix) of a Retention Deficiency because Section 2.13. (d) For the avoidance of an additional issuance of doubt, at any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day during time within the Reinvestment Period (andor, in the case of an issuance solely of the additional Subordinated Notes onlyor Junior Mezzanine Notes, after the Reinvestment Periodat any time), the Co-Issuers or Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue (i) Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes that is subordinate to the Issuer Class A-1 Notes, except, that a larger proportion of Subordinated Notes may be issued) and/or (including at the direction of the Collateral Manager), as applicable, may issue and sell (xii) additional Subordinated Notes and/or additional notes of any one or more new classes of Notes notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstandingoutstanding) and/or (y) such additional Notes of any one or more existing Classes (other than the Class X notes, "Junior Mezzanine Notes") and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the this Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceedsincluding Permitted Uses); provided that the following conditions are met: (i) the Issuer has obtained Collateral Manager and the U.S. Retention Provider each consent of (w) the Collateral Manager, (x) the Retention Holder, (y) to such issuance and such issuance is consented to by a Majority Supermajority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal amount of Additional Notes of such any Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original outstanding principal amount of the Notes of such Class on the Closing DateClass; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and that the interest rate and price prices of such Notes do may be lower (but not have to be identical to higher) than those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Notes) and such additional issuance shall not be considered a Refinancing hereunder; (iv) with respect to any existing Class of Secured Notesunless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, such additional Notes must be issued at a price equal to or greater than the principal amount thereofGlobal Rating Agency Condition shall have been satisfied; (v) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the case of additional Notes of Supplemental Reserve Account and employed in connection with any one or more existing Classes, unless Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are being issued, the only Notes included in such additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notesissuance; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Additional Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and Proceeds, used to purchase additional Collateral ObligationsObligations or, solely in the case of (x) additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to invest in Eligible Investments or to apply pursuant each Class of Notes that are subordinate to the Priority Class A-1 Notes and (y) Junior Mezzanine Notes other than additional Subordinated Notes and Junior Mezzanine Notes, as another Permitted Use; (vii) to the extent such issuance would be of Payments as Principal Proceedsadditional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Coverage Test is maintained or improved immediately Class of Notes shall not be reduced after giving effect to such issuance and the application of the proceeds thereofissuance; (ix) written advice from Dechert LLP or Cadwalader, Wxxxxxxxxx & Txxx LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Trustee Collateral Manager, to the effect that (A) such issuance any additional Class A-1 Notes and Class A-2 Notes will not result in the Issuer being treated be characterized as engaged in a trade or business within the United States indebtedness for U.S. federal income tax purposes and (B) any such additional Secured Notes other than issuance will not cause the Class E Notes and the Class F Notes will, and any additional Class E Notes should, Issuer to be treated as debt a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and or otherwise subject to U.S. federal income tax on a net basis (including any additional Class F Notes are not materially more likely withholding tax liability under Section 1446 of the Code); (x) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be treated as equity than provided to the previously issued Class F Holders of Secured Notes (including the Additional Notes); and (xxi) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying stating that all the conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), ) have been satisfied. (b) With The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) than those of the initial Notes of that Class). Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to the applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) Except with respect to a Risk Retention Issuance, any additional Additional Notes of an existing each Class issued as described abovepursuant to this Section 2.13 shall, to the extent reasonably practicable, notice will be given offered first to Holders of that Class in such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply . (d) In addition, Additional Notes may be issued in respect connection with any Refinancing of an additional issuance of Subordinated the Secured Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited whole without regard to the projected occurrence restrictions in this Section 2.13. (e) For the avoidance of a Retention Deficiency because of an additional issuance of doubt, at any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that time the Holders of the Subordinated Notes may acquire a pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notes. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any make additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect capital contributions to the law and regulations then applicableIssuer.

Additional Issuance. (a) On At any Business Day during the Reinvestment Period (and, in the case of an issuance of the Subordinated Notes only, after the Reinvestment Period)time, the Co-Issuers or the Issuer (including at the direction of the Collateral Manager), as applicable, may issue and sell (x) additional Notes of any one or more new classes of Notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) and/or (y) additional Notes of any one or more existing Classes (other than the Class X Notes) and use the net proceeds to purchase additional Collateral Obligations or as otherwise for other purposes permitted under the Indenture (including, with respect to the issuance of Subordinated Notes, after the Reinvestment Period, to apply proceeds of such issuance as Principal Proceeds)this Indenture; provided that the following conditions are met: (i) the Issuer has obtained the consent of (w) the Collateral Manager, (x) the Retention Holder, (y) Manager consents to such issuance and such issuance is consented to by a Majority of the Subordinated Notes and (z) solely with respect to the additional issuance of any Class of Secured Notes, a Majority of the Controlling Class; provided that if only Subordinated Notes are being issued in order to prevent or cure a Retention Deficiency for any reason, only the consent of the Retention Holder shall be required; (ii) in the case of additional Notes of any one or more existing Classes, the aggregate principal face amount of such Subordinates Notes of such Class issued in all additional issuances shall not exceed 100% of the Aggregate Principal Amount respective original face amount of the Notes of such Class on the Closing DateSubordinated Notes; (iii) in the case of additional Notes of any one or more existing Classes, the terms of the Notes notes issued must be identical to the respective terms of previously issued Subordinated Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date prices of such additional Secured Notes and the interest rate and price of such Subordinated Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread of any such additional Secured Notes will not be greater than the spread on the applicable Class of Secured Subordinated Notes) and such additional issuance shall not be considered a Refinancing hereunder); (iv) with respect to any existing Class of Secured Notes, such additional Notes must be issued at a price equal to or greater than the principal amount thereof; (v) in the case of additional Notes of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional Notes of all Classes must be issued and such issuance of additional Notes must be proportional across all Classes; provided that, in relation to each other, the principal amount of Subordinated Notes issued in any such issuance may be larger than the proportion otherwise applicable to the Subordinated Notes; (vi) prior to the issuance date, the Issuer (or the Collateral Manager on its behalf) must notify the Rating Agencies of such issuance; (vii) the proceeds of any additional Subordinated Notes (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments as Principal ProceedsPayments; (viiiv) the Issuer shall notify each Rating Agency of the issuance of additional Subordinated Notes prior to the issuance date; and (vi) immediately after giving effect to such issuance, each Coverage Test is satisfied or, with respect to any Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (ix) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Issuer and the Trustee to the effect that (A) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes and (B) any additional Secured Notes other than the Class E Notes and the Class F Notes will, and any additional Class E Notes should, be treated as debt for U.S. federal income tax purposes and any additional Class F Notes are not materially more likely to be treated as equity than the previously issued Class F Notes; and (x) an Officer's certificate of the Issuer (and Co-Issuer, if applicable) shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional Notes under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied. (b) With respect to any Any additional Subordinated Notes of an existing Class issued as described aboveabove will, to the extent reasonably practicable, notice will be given first to Holders of such Class at least 20 Business Days prior to such issuance and such Holders will be afforded an opportunity to purchase such Notes on the same terms offered to investors generally, in an amount necessary to preserve their pro rata holdings of Notes of such Class; provided that such requirement shall not apply in respect of an additional issuance of Subordinated Notes if such additional issuance is required in order to prevent or cure a Retention Deficiency for any reason, including but not limited to the projected occurrence of a Retention Deficiency because of an additional issuance of any Class of Secured Notes. With respect to any new class of Notes issued as described above, to the extent reasonably practicable, notice will be given first to Holders of the Subordinated Notes at least 20 Business Days prior in such amounts as are necessary to such issuance and such Holders will be afforded an opportunity to purchase such new class of Notes on the same terms offered to investors generally, such that the Holders of the Subordinated Notes may acquire a preserve their pro rata portion of the new class of Notes in relation to their holdings of Subordinated Notesholdings. (c) Notwithstanding the foregoing, unless it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager, the Retention Holder or any Sponsor of the Issuer shall be under any obligation to purchase any additional notes, and no such issuance shall occur if the Issuer or any Sponsor of the Issuer would fail to be in compliance with the U.S. Risk Retention Rules. A determination as to whether the Collateral Manager or any Sponsor of the Issuer would be in breach of the U.S. Risk Retention Rules following any proposed issuance of additional notes shall be made by the Collateral Manager at the time the marketing of the related additional notes is commenced and with respect to the law and regulations then applicable.