Common use of Additional Securities Clause in Contracts

Additional Securities. If authorized by a resolution of the Board of Directors, the Company shall be entitled, without notice to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (c) the issue price, if any, and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securities.

Additional Securities. If authorized by the Company shall pay a resolution stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the Restricted Shares then subject to the restrictions contained in this Agreement shall be added to the Restricted Shares subject to the Lapsing Repurchase Right pursuant to this Agreement. If the Company shall distribute to its stockholders securities of another corporation, the securities of such other corporation, distributed with respect to the Restricted Shares then subject to the restrictions contained in this Agreement, shall be added to the Restricted Shares subject to the Lapsing Repurchase Right pursuant to this Agreement. The fair market value of such securities of another corporation will be determined as follows: (a) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the twenty (20) trading-day period ending three trading days prior to the Closing of such Lapsing Repurchase Right; (b) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) trading-day period ending three trading days prior to the Closing of such Lapsing Repurchase Right; and (c) if there is no active public market, the value shall be the fair market value thereof, as agreed upon by the Board and the Executive, or if the Board and the Executive cannot agree upon such fair market value, then such fair market value shall be determined in good faith by an independent appraiser mutually selected by the Board and the Executive. If the Board and the Executive cannot mutually agree upon an independent appraiser to determine the fair market value, then the Executive, on the one hand, and the Board, on the other hand, may each engage their own independent appraisers. The appraisers selected by the Executive, on the one hand, and the Board, on the other hand, will then select a mutually acceptable independent appraiser, and such appraiser will make a final determination as to the fair market value. Subject to Section l(b)(ii), if the outstanding shares of Directorsthe Company’s Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of the Company’s Common Stock, or if the Company shall be entitleda party to a merger, without notice to consolidation or the consent of the Holderscapital reorganization, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities there shall be substituted for the Restricted Shares then subject to this Agreement such amount and kind of securities as are issued in the form of Unrestricted Securities such subdivision, combination, reclassification, merger, consolidation or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions capital reorganization in respect of Securities that are the Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered Shares subject immediately prior thereto to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount of such Additional Securities to be authenticated and delivered Lapsing Repurchase Right pursuant to this Indenture; (c) the issue price, if any, and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted SecuritiesAgreement.

Additional Securities. If authorized by a resolution (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture and the Board of Directors, the Company shall be entitledrelevant Securities, without notice to or the consent of the Holders, create and issue pursuant to issue this Indenture additional Securities of any series of Securities (“Additional Securities, which ”) that shall have substantially terms and conditions identical terms as to those of the Initial other Outstanding Securities, other than except with respect to to: (i) the date of issuance, issue date; (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and after issuance of the Additional Securities; (iii) the issue price; (iv) if any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws), the Code and any registration rights or similar agreement applicable to such Additional Securities, which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Additional Securities); and (v) certain other terms that may be specified in any prospectus supplement relating to such issuance. The Securities of a series previously issued and any Additional Securities in respect of such series of Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiestreated as a single class for all purposes under this Indenture; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no the Additional Securities may be issued with will have a separate CUSIP number unless (i) the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities have no more than a de minimis amount of original issue discount for U.S. federal income tax purposes and no Additional Securities, if they are Restricted Securities, may have the same or (ii) such issuance would constitute a “CUSIP,qualified reopening” “ISIN” or “Common Code” number as any Unrestricted Security. for U.S. federal income tax purposes. (b) With respect to Additional Securities of any Additional series of Securities, the Company shall will set forth in an Officers’ CertificateOfficer’s Certificate pursuant to a resolution of the Board of Directors of the Company, a copy copies of which shall will be delivered to the Trustee, or in a supplemental indenture, the following information: (ai) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the series and aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and (cii) the issue price, if any, date and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, price of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securities.

Additional Securities. If authorized by a resolution (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture and the Board of Directors, the Company shall be entitledrelevant Securities, without notice to or the consent of the Holders, create and issue pursuant to issue this Indenture additional Securities of any series of Securities (“Additional Securities, which ”) that shall have substantially terms and conditions identical terms as to those of the Initial other Outstanding Securities, other than except with respect to to: (i) the date of issuance, issue date; (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and after issuance of the Additional Securities; (iii) the issue price; (iv) if any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws), the Code and any registration rights or similar agreement applicable to such Additional Securities, which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Additional Securities); and (v) any other terms that may be specified in any prospectus supplement relating to such issuance. The Securities of a series previously issued and any Additional Securities in respect of such series of Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiestreated as a single class for all purposes under this Indenture; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no the Additional Securities may be issued with will have a separate CUSIP number unless (i) the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities have no more than a de minimis amount of original issue discount for U.S. federal income tax purposes and no Additional Securities, if they are Restricted Securities, may have the same or (ii) such issuance would constitute a “CUSIP,qualified reopening” “ISIN” or “Common Code” number as any Unrestricted Security. for U.S. federal income tax purposes. (b) With respect to Additional Securities of any Additional series of Securities, the Company shall will set forth in an Officers’ CertificateOfficer’s Certificate pursuant to a resolution of the Board of Directors of the Company, a copy copies of which shall will be delivered to the Trustee, or in a supplemental indenture, the following information: (ai) the series and aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount Principal Amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and (cii) the issue price, if any, date and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, price of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securities.

Additional Securities. If authorized by a resolution (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture and the Board of Directors, the Company shall be entitledrelevant Securities, without notice to or the consent of the Holders, create and issue pursuant to issue this Indenture additional Securities of any series of Securities (“Additional Securities, which ”) that shall have substantially terms and conditions identical terms as to those of the Initial other Outstanding Securities, other than except with respect to to: (i) the date of issuance, issue date; (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and after issuance of the Additional Securities; (iii) the issue price; (iv) if any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws), the Code and any registration rights or similar agreement applicable to such Additional Securities, which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Additional Securities); and (v) certain other terms that may be specified in any prospectus supplement relating to such issuance. The Securities of a series previously issued and any Additional Securities in respect of such series of Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with treated as a single class for all purposes under this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. . (b) With respect to Additional Securities of any Additional series of Securities, the Company shall will set forth in an Officers’ CertificateOfficer’s Certificate pursuant to a resolution of the Board of Directors of the Company, a copy copies of which shall will be delivered to the Trustee, or in a supplemental indenture, the following information: (ai) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the series and aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and (cii) the issue price, if any, date and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, price of such Additional Securities; and (e) whether provided that no Additional Securities may not be issued at a price that would cause such Additional Securities shall be Restricted to have “original issue discount” within the meaning of Section 1273 of the Code, as amended, unless such Additional Securities or Unrestricted have a separate CUSIP number from other Securities.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion of tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution of the Board of Directors, the Company shall be entitled, without notice to or the consent of the Holders, entitled to issue additional Securities under this Indenture (“Additional Securities, ”) which shall have substantially identical terms as the Initial Securities, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest Interest payable on the first Interest Payment Date applicable thereto thereto, and (iv) if such Additional Securities shall be issued in the form existence of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of under the Securities that are Restricted Securities or Unrestricted SecuritiesAct; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” ”, “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the such other Securities for U.S. federal tax purposes. The Securities issued on the Closing Date and any Additional Securities shall be treated as a single class for all purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Securityunder this Indenture. With respect to any Additional Securities, the Company shall set forth in an Officers’ Officer’s Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a1) the aggregate principal amount Accreted Principal Amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b2) the aggregate principal amount Original Principal Amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (c3) the issue price, if any, and the issue date of such Additional Securities and the amount of interest Interest payable on the first Interest Payment Date applicable thereto; (d4) the “CUSIP,” ”, “ISIN” or “Common Code” number, as applicable, of such Additional Securities; and (e5) whether such Additional Securities shall be Restricted Securities or Unrestricted Securities.

Additional Securities. If authorized by a resolution of The Company hereby grants to the Board of Directors, Underwriters an option (the Company shall be entitled, without notice “Over-allotment Option”) to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect purchase up to (i) the date 15% of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount number of Securities outstanding immediately prior to shares of Common Stock included in the issuance of such Additional Securities; Firm Series A Units and (b) the aggregate principal amount number of Preferred Shares included in the Firm Series B Units (provided, however, that the Representative may, at its sole, option, elect to receive the number of shares of Common Stock issuable upon conversion of such Additional Securities to be authenticated and delivered pursuant to this Indenture; Preferred Shares) and/or (cii) 15% of the issue pricenumber of Warrants included in the Firm Securities, for the sole purpose of covering over-allotment of such securities, if any. The shares of Common Stock sold pursuant to the Over-allotment Option are referred to as the “Option Shares”, the warrants sold pursuant to the Over-allotment Option are referred to as the “Option Warrants” and the additional Preferred Shares sold pursuant to the Over-allotment Option are referred to as the “Option Preferred Shares”, and the issue date of such Additional Securities Option Shares, the Option Warrants and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) Option Preferred Shares are referred to as the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Option Securities; and (e) whether such Additional Securities ”. The purchase price to be paid per Option Share shall be Restricted equal to the price per Firm Security set forth in Section 1.1.1 hereof, the purchase price per Option Preferred Share shall be $1,000.00 and the purchase price per Option Warrant shall be $0.0001. The Firm Securities, the Option Securities, the Conversion Shares (as hereinafter defined) and the Warrant Shares (as hereinafter defined) are hereinafter referred to together as the “Public Securities”. The offering and sale of the Public Securities or Unrestricted Securitiesis herein referred to as the “Offering”. The shares of Common Stock included in the Public Securities are referred to as the “Offered Shares”; the shares of Common Stock issuable upon conversion of the Preferred Shares and the Option Preferred Shares are referred to as the “Conversion Shares”; and the shares of Common Stock issuable upon exercise of the Warrants and the Option Warrants are referred to as the “Warrant Shares”.

Additional Securities. If authorized by a resolution of The Company hereby grants to the Board of Directors, Underwriters an option (the Company shall be entitled, without notice “Over-allotment Option”) to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect purchase up to (i) the date 15% of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount number of Securities outstanding immediately prior to shares of Common Stock included in the issuance of such Additional Securities; Firm Series A Units and (b) the aggregate principal amount number of Preferred Shares included in the Firm Series B Units (provided, however, that the Representative may, at its sole option, elect to receive the number of shares of Common Stock issuable upon conversion of such Additional Securities to be authenticated and delivered pursuant to this Indenture; Preferred Shares) and/or (cii) 15% of the issue pricenumber of Warrants included in the Firm Securities, for the sole purpose of covering over-allotment of such securities, if any. The shares of Common Stock sold pursuant to the Over-allotment Option are referred to as the “Option Shares”, the Warrants sold pursuant to the Over-allotment Option are referred to as the “Option Warrants” and the additional Preferred Shares sold pursuant to the Over-allotment Option are referred to as the “Option Preferred Shares”, and the issue date of such Additional Securities Option Shares, the Option Warrants and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) Option Preferred Shares are referred to as the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Option Securities; and (e) whether such Additional Securities ”. The purchase price to be paid per Option Share shall be Restricted $0.4092, the purchase price per Option Preferred Share shall be $930.00 and the purchase price per Option Warrant shall be $0.0093. The Firm Securities, the Option Securities, the Conversion Shares (as hereinafter defined) and the Warrant Shares (as hereinafter defined) are hereinafter referred to together as the “Public Securities”. The offering and sale of the Public Securities or Unrestricted Securitiesis herein referred to as the “Offering”. The shares of Common Stock included in the Public Securities are referred to as the “Offered Shares”; the shares of Common Stock issuable upon conversion of the Preferred Shares and the Option Preferred Shares are referred to as the “Conversion Shares”; and the shares of Common Stock issuable upon exercise of the Warrants and the Option Warrants are referred to as the “Warrant Shares”.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the amount S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of interest payable on the first Interest Payment Date applicable thereto and current debt of that Class, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Cadwalader, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager USActive 54698038.8-58- and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance or incurrence, as applicable, solely of Directorsadditional Preferred Shares or Junior Mezzanine Debt, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securitiesor incur as applicable, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Debt is then outstanding) (such additional debt, “Junior Mezzanine Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the following conditions are met: (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Debt will accrue from the issue pricedate of such Additional Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Debt must also be Floating Rate Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Debt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied; (iv) if the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities issued or incurred at such time as Interest Proceeds; (v) the Overcollateralization Ratio with respect to each Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) written advice from Xxxxxxx and Xxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Notes or Junior Mezzanine Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that is pari passu with such additional Notes or Junior Mezzanine Notes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Debt or Junior Mezzanine Debt that bear a different securities identifier from the Debt or Junior Mezzanine Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuance or incurrence, as applicable; provided further that (x) if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Debt or Junior Mezzanine Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will or should be debt for U.S. federal income tax purposes is not delivered, such additional Debt or Junior Mezzanine Debt will be issued in the form of Unrestricted Securities definitive, fully registered notes; (vii) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance or Restricted Securities incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (in which case viii) none of the Restricted Securities will bear the Transfer Restriction Legend)Issuer, the transfer restrictions in respect Collateral Manager, the Retention Holder or any “sponsor” of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance the Issuer under the U.S. Risk Retention Rules shall fail to be made in compliance with this Indenture; providedthe U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, furtheror incurrence, that no Additional Securities may be issued with as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (ix) in the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitiescase of an issuance of additional Preferred Shares, the Company shall set forth in additional Preferred Shares may only be sold to the Collateral Manager, ORCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCIC and (x) an Officers’ Certificate, a copy Officer’s certificate of which shall be the Issuer is delivered to the Trustee, or in a supplemental indenture, Collateral Trustee stating that the following information: (aconditions of this Section 2.4(a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities;have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Debt of an existing Class shall rank pari passu in all respects with the initial Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of interest payable on such Additional Securities is required to satisfy the first Interest Payment Date applicable thereto;U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with the “CUSIP,” “ISIN” issuance of Additional Debt, additional Class A-1L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Loan Agreement. For the avoidance of doubt, (x) the Class A-1L Lenders may not convert or “Common Code” number, as applicable, exchange any portion of the Class A-1L Loans into Notes and (y) the Holders of any Class of Notes may not convert or exchange any portion of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted SecuritiesNotes into Class A-1L Loans.

Additional Securities. If authorized by a resolution (a) Additional Securities may, upon satisfaction of the Board of Directorsconditions set forth in this Section 2.3, be issued in the Company amounts permitted in this Section 2.3. All Additional Securities shall be entitled(i) rank pari passu with the Initial Securities in all respects (including, without notice to or the consent of the Holderslimitation, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2 or disposition of the Collateral pursuant to Article VI of this Indenture) and (ii) be secured by the Collateral. All Additional Securities shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by CE Generation. (b) Upon (i) satisfaction of the date of issuanceapplicable conditions set forth in this Section 2.3, (ii) the issue priceexecution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the amount execution and delivery of interest payable on appropriate supplements, amendments or modifications to or of the first Interest Payment Date applicable thereto Financing Docu ments (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however, that CE Generation shall make available to the Trustee each such supplement, amendment or modification prior to the execution and delivery thereof and if any of such supplements, amendments or modifications change the rights or obligations of the Trustee, as determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) if such Additional Securities shall be issued receipt by the Depositary Bank of an Officer's Certificate from CE Generation confirming that moneys on deposit in the form Debt Service Reserve Account or otherwise available to be drawn on any Debt Service Reserve Letter of Unrestricted Securities or Restricted Securities (Credit shall, in which case the Restricted Securities will bear the Transfer Restriction Legend)aggregate, the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior after giving effect to the issuance of such Additional Securities, be equal to the Debt Service Reserve Require- ment (as such shall be increased to reflect payments due on the Additional Securities) and, if any Debt Service Reserve Letter of Credit is to be available for amounts payable in respect of Additional Securities, as provided in such Debt Service Reserve Letter of Credit or the Depositary Agreement, the consent of the Debt Service Reserve LOC Provider which issued such Debt Service Reserve Letter of Credit and the requisite amount of financial institutions under the Debt Service Reserve LOC Reimbursement Agreement pursuant to which such Debt Service Reserve Letter of Credit was issued, if so required under such Debt Service Reserve LOC Reimburse ment Agreement for such availability, shall have been obtained and be in full force and effect, CE Generation shall execute Additional Securities and deliver them to the Trustee, and the Trustee, upon the written request of CE Generation, shall authenticate such Additional Securities and deliver them to the purchasers thereof as may be directed by CE Generation in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Securities shall be issued hereunder: (A) without the written consent of CE Generation; or (B) at any time when a Default or an Event of Default shall have occurred and be continuing or if such proposed issuance would, upon notice or passage of time, cause a Default or an Event of Default. (c) Upon the issuance of any Additional Securities, CE Generation shall promptly provide the Trustee with a revised Schedule II to this Indenture that will set forth the requirements for the payment of principal of and interest on such Additional Securities. (d) Additional Securities may be issued by CE Generation; provided that: the Trustee shall have received prior to such issuance an Officer's Certificate from CE Generation certifying that (i) each of the conditions set forth in Section 2.3(b) has been satisfied, (ii) no Default or Event of Default exists at the time of the issuance of the Additional Securities and such issuance will not cause a Default or an Event of Default and (iii) the incurrence of Indebtedness pursuant to the issuance of Additional Securities shall comply with Section 5.13, subject to the applicable conditions described in such Section. (e) Prior to the issuance of Additional Securities hereunder, the following shall be established in one or more Supplemental Indentures: (i) the title of the Additional Securities (which shall distinguish the Additional Securities from all other Securities) and the form or forms of such Securities; (bii) any limit upon the aggregate principal amount of such the Additional Securities to that may be authenticated and delivered pursuant under this Indenture (except for Additional Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities and except for Additional Securities that are deemed never to this Indenturehave been authenticated and delivered hereunder); (ciii) the issue pricedate or dates on or as of which the Additional Securities shall be dated; (iv) the date or dates on which the principal of the Additional Securities is payable, the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable; (v) the rate or rates at which the Additional Securities shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable; (vi) the place or places where the principal of, premium (if any) and interest on the Additional Securities shall be payable, Additional Securities may be surrendered for registration of transfer or exchange and notices and demands to or upon CE Generation in respect of the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable theretothis Indenture may be served; (dvii) the “CUSIP,” “ISIN” price or “Common Code” numberprices at which, as applicablethe period or periods within which and the terms and conditions upon which the Additional Securities may be redeemed, in whole or in part, at the option of CE Generation; (viii) the obligation (if any) of CE Generation to redeem, purchase or repay Additional Securities pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Additional Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations; (ix) if other than denominations of $100,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Additional Securities shall be issuable; (x) the restrictions or limitations (if any) on the transfer or exchange of the Additional Securities; (xi) the obligation (if any) of CE Generation to file a registra tion statement with respect to the Additional Securities or to exchange the Additional Securities for Securities registered pursuant to the Securities Act; and (exii) whether such any trustees, authenticating agents, paying agents, warrant agents, transfer agents or registrars with respect to the Additional Securities shall be Restricted Securities or Unrestricted Securities.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made in compliance with this Indenture; providedunless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which (vi) Tax Advice shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-LR Notes, Class A-FR Notes and Class B-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) the additional issuance will not result in the Issuer being treated as an association or a publicly traded partnership, in either case, 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), other than by operation of Subchapter C of Chapter 63 of the Code, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) any additional Preferred Shares or Potential Equity Notes are issued only to holders or beneficial owners that are United States Tax Persons and agree to provide the Issuer, the following information: Collateral Manager and the Trustee with a correct, complete and properly executed IRS Form W-9 (aor applicable successor form), (ix) any Additional Notes that are not fungible for U.S. federal income tax purposes with the aggregate principal amount Outstanding Secured Notes of Securities outstanding immediately prior the same Class will be identified with separate CUSIP numbers, (x) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (xi) an Officer’s certificate of the Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Axxxx & Oxxxx LLP or Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more series of its Additional Securities under the provisions of this Indenture pursuant to a resolution supplemental indenture. Each series of the Board of Directors, the Company Additional Securities issued pursuant to a supplemental indenture (other than additional Guarantees not issued concurrently with Additional Securities) shall be entitled, without notice subject to or the consent following terms and conditions: (1) each series of the Holders, to issue Additional Securities, which when so issued, shall have substantially identical terms as be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (2) Additional Securities of the Initial Securities, other same series may consist of more than one different and separate tranches and may differ only with respect to aggregate outstanding principal amounts of Securities, issue dates, issue prices above or below par, Special Interest rates, if any, and time to maturity (iprovided that, in no event shall the Maturity Date be other than the Maturity Date of the Securities issued on the Issue Date), but all such different and separate tranches of the same series shall constitute one series and all such series shall form a single class and vote as a single class on all matters under this Indenture, except that any tranche or series may amend or waive any provisions relating to Special Interest solely applicable to such tranche or series; (3) each series of Additional Securities issued under this Indenture shall be in substantially the form of Initial Securities with such variations, omissions and insertions as are necessary or permitted hereunder and shall be dated as of the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b4) all Additional Securities shall constitute Senior Indebtedness of the Company and shall rank pari passu with all other outstanding Securities; (5) no Additional Securities shall be issued hereunder if, at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing; (6) the aggregate principal amount Company and each Guarantor shall execute and deliver to the Trustee an Officer's Certificate and Opinion of Counsel, each dated the date of issue of such series of Additional Securities stating that the issuance of such Additional Securities to is authorized under this Indenture (as supplemented by one or more supplemental indentures) and that no Default or Event of Default under the Indenture or the Securities exists (which may be authenticated and delivered pursuant to this Indenture; (c) limited, in the issue price, if any, and the issue date case of such Additional Securities and the amount Opinion of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” Counsel, to counsel's knowledge), or “Common Code” number, will occur as applicable, a result of such Additional Securitiesissuance. Such Officer's Certificate shall set forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of Section 4.08 on such date, including on a pro forma basis; and (e7) whether such Additional Securities the Company and each Guarantor shall be Restricted Securities or Unrestricted Securitiesexecute and deliver a Supplemental Indenture, in form reasonably satisfactory to the Trustee.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, "Junior Mezzanine Notes") and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Axxxx & Oxxxx LLP or Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1-R Notes and Class A-2-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any "sponsor" of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution In addition, on the basis of the Board of Directorsrepresentations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $[-] aggregate principal of the [-]% Guaranteed Subordinated Notes due 2032 at the price set forth in Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the number of Additional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Securities. Any such time and date of delivery (a "DATE OF DELIVERY") shall be entitleddetermined by the Representatives, without notice but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or the consent any portion of the Holders, to issue Additional Securities, which shall have substantially identical terms as each of the Initial SecuritiesUnderwriters, other than with respect to (i) acing severally and not jointly, will purchase that proportion of the date total number of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in then being purchased which the form number of Unrestricted Firm Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy Schedule A opposite the name of which shall be delivered such Underwriter bears to the Trusteetotal number of Firm Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or in a supplemental indenture, the following information: (a) the aggregate principal amount purchases of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (c) the issue price, if any, and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securitiesfractional shares.

Additional Securities. If authorized by The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more series of its Additional Securities under the provisions of this Indenture pursuant to a resolution supplemental indenture. Each series of the Board of Directors, the Company Additional Securities issued pursuant to a supplemental indenture (other than additional Guarantees not issued concurrently with Additional Securities) shall be entitled, without notice subject to or the consent following terms and conditions: (1) each series of the Holders, to issue Additional Securities, which when so issued, shall have substantially identical terms as be differentiated from all previous series by sequential alphabetical designation inscribed thereon; (2) Additional Securities of the Initial Securities, other same series may consist of more than one different and separate tranches and may differ only with respect to aggregate outstanding principal amounts of Securities, issue dates, issue prices above or below par, Special Interest rates, if any, and time to maturity (iprovided that, in no event shall the Maturity Date be other than the Maturity Date of the Securities issued on the Issue Date), but all such different and separate tranches of the same series shall constitute one series and all such series shall form a single class and vote as a single class on all matters under this Indenture, except that any tranche or series may amend or waive any provisions relating to Special Interest solely applicable to such tranche or series; (3) each series of Additional Securities issued under this Indenture shall be in substantially the form of Initial Securities with such variations, omissions and insertions as are necessary or permitted hereunder and shall be dated as of the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b4) all Additional Securities shall constitute Pari Passu Indebtedness of the Company and shall rank pari passu with all other outstanding Securities; (5) no Additional Securities shall be issued hereunder if, at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing; (6) the aggregate principal amount Company and each Guarantor shall execute and deliver to the Trustee an Officer's Certificate and Opinion of Counsel, each dated the date of issue of such series of Additional Securities stating that the issuance of such Additional Securities to is authorized under this Indenture (as supplemented by one or more supplemental indentures) and that no Default or Event of Default under the Indenture or the Securities exists (which may be authenticated and delivered pursuant to this Indenture; (c) limited, in the issue price, if any, and the issue date case of such Additional Securities and the amount Opinion of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” Counsel, to counsel's knowledge), or “Common Code” number, will occur as applicable, a result of such Additional Securitiesissuance. Such Officer's Certificate shall set forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of Section 4.08 on such date, including on a pro forma basis; and (e7) whether such Additional Securities the Company and each Guarantor shall be Restricted Securities or Unrestricted Securitiesexecute and deliver a Supplemental Indenture, in form reasonably satisfactory to the Trustee.

Additional Securities. If authorized by a resolution of The Company hereby grants to the Board of Directors, Underwriters an option (the Company shall be entitled, without notice “Over-allotment Option”) to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect purchase up to (i) the date 15% of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount number of Securities outstanding immediately prior to shares of Common Stock included in the issuance of such Additional Securities; Firm Series A Units and (b) the aggregate principal amount number of Preferred Shares included in the Firm Series B Units (provided, however, that the Representative may, at its sole option, elect to receive the number of shares of Common Stock issuable upon conversion of such Additional Securities to be authenticated and delivered pursuant to this Indenture; Preferred Shares) and/or (cii) 15% of the issue pricenumber of Warrants included in the Firm Securities, for the sole purpose of covering over-allotment of such securities, if any. The shares of Common Stock sold pursuant to the Over-allotment Option are referred to as the “Option Shares”, the Warrants sold pursuant to the Over-allotment Option are referred to as the “Option Warrants” and the additional Preferred Shares sold pursuant to the Over-allotment Option are referred to as the “Option Preferred Shares”, and the issue date of such Additional Securities Option Shares, the Option Warrants and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) Option Preferred Shares are referred to as the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Option Securities; and (e) whether such Additional Securities ”. The purchase price to be paid per Option Share shall be Restricted $[ ], the purchase price per Option Preferred Share shall be $[ ] and the purchase price per Option Warrant shall be $[ ]. The Firm Securities, the Option Securities, the Conversion Shares (as hereinafter defined) and the Warrant Shares (as hereinafter defined) are hereinafter referred to together as the “Public Securities”. The offering and sale of the Public Securities or Unrestricted Securitiesis herein referred to as the “Offering”. The shares of Common Stock included in the Public Securities are referred to as the “Offered Shares”; the shares of Common Stock issuable upon conversion of the Preferred Shares and the Option Preferred Shares are referred to as the “Conversion Shares”; and the shares of Common Stock issuable upon exercise of the Warrants and the Option Warrants are referred to as the “Warrant Shares”.

Additional Securities. If authorized by a resolution of Subject to the Board of Directorsterms hereof, in the Company shall be entitled, without notice event that the Borrower desires to or is required to increase the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other Borrowing Base (but in no event higher than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend$10,000,000), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance Pledgor shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with entitled to pledge to the same “CUSIP,” “ISIN” or “Common Code” number Lender as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with additional collateral for the Securities for U.S. federal tax purposes and no Loan readily marketable securities satisfying the following requirements (the "Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information:"): (a) Additional ADRs or any shares of common stock of the aggregate principal amount of Securities outstanding immediately prior to Company, which if restricted stock must have been held by the issuance of such Additional SecuritiesPledgor for at least two (2) years; (b) Publicly traded stock listed on the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureNew York Stock Exchange, NASDAQ or the American Stock Exchange; (c) Publicly traded stock listed on other stock exchanges acceptable to the issue price, if any, Lender in its sole and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable theretoabsolute discretion; (d) municipal bonds having the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Securitieshighest rating by a nationally recognized securities rating service; andor (e) whether such United States Treasury bonds and notes. Notwithstanding the foregoing, Additional Securities shall not include (i) any stock trading at less than $10.00 per share and (ii) any stock of Fleet Financial Group, Inc., or any successor thereto. In the event that the Pledgor pledges Additional Securities to the Lender, the Pledgor shall deliver to the securities intermediary under the Control Agreement all of the certificates evidencing the Additional Securities, in each case endorsed in blank or accompanied by appropriate undated stock or bond powers duly executed in blank. Additional Securities shall be Restricted subject to no Lien, claim, interest, title or right of any Person other than the Pledgor. Upon such delivery, the Additional Securities or Unrestricted Securitiesshall be subject to the security interest of the Lender created hereunder, and shall be subject to terms of this Pledge Agreement.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Xxxxx & Xxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) written advice from Milbank LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any Additional Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that are pari passu with such Additional Note; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; provided further that (x) if an opinion to the effect that any Additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such Additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any Additional Notes will or should be debt for U.S. federal income tax purposes is not delivered, such Additional Notes will be issued in the form of definitive, fully registered notes; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax on a net basis (including any tax imposed under Section 1446 of the Code), and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (x) an officer’s certificate of such Additional Securities;the Issuer is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) The Company may, from time to time, subject to compliance with any other applicable provisions of the Board of Directors, the Company shall be entitledthis Indenture, without notice to or the consent of the Holdersany Holder, issue pursuant to issue this Indenture additional securities (“Additional Securities, which ”) that shall have substantially terms and conditions and “CUSIP” numbers identical terms as to those of the Initial other outstanding Securities, other than except with respect to to: (i) the date of issuance, issue date; (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and therefor; (iii) the issue price; and (iv) if any Additional Interest payable as provided in Section 6.13, Any Additional Securities and the Securities issued on the Issue Date shall be treated as a single class for all purposes and any such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number vote on all matters as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible one class with the Securities for U.S. federal tax issued on the Issue Date. For purposes and no of this Indenture, references to the Securities include Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. any. (b) With respect to any Additional Securities, the Company shall set forth in an Officers’ CertificateCertificate pursuant to a resolution of the Board of Directors of the Company, a copy copies of which shall will be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (bi) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and (cii) the issue price, if any, date and the issue date of such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) the “CUSIP,” “ISIN” or “Common Code” number, as applicable, price of such Additional Securities; and (e) whether provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. In addition, the Company shall be Restricted Securities or Unrestricted deliver to the Trustee an Opinion of Counsel in accordance with Section 11.04 hereof certifying as to the satisfaction of all conditions precedent to the authentication by the Trustee of such Additional Securities.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance or incurrence, as applicable, solely of Directorsadditional Preferred Shares or Junior Mezzanine Debt, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securitiesor incur, which shall have substantially identical terms as the Initial Securitiesapplicable, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities notes that are Restricted Securities fully subordinated to the existing Secured Debt (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued or incurred pursuant to this Indenture, if any class of securities issued or incurred pursuant to this Indenture or the Credit Agreement other than the Debt is then outstanding) (such issuance shall be made in compliance with additional notes, “Junior Mezzanine Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Debt will accrue from the issue date of such Additional Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Debt must also be Floating Rate Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Debt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued or incurred at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from Xxxxx & Xxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A Debt, Class B Notes and Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Debt that bear a different securities identifier from the Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuance or incurrence, as applicable; (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, ORCC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCC and (x) an Officer’s certificate of such Additional Securities;the Issuer is delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Debt of an existing Class shall rank pari passu in all respects with the initial Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of interest payable on such Additional Securities is required to satisfy the first Interest Payment Date applicable thereto;U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and will be borrowed pursuant to the “CUSIP,” “ISIN” or “Common Code” number, as applicable, terms of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securitiesthe applicable Credit Agreement.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from Cadwalader, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any Additional Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, however, that the opinion described in this clause (vi) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer 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 (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) in the case of issuance of additional Securities of any one or more existing class of Securities that is treated as debt for U.S. federal income tax purposes, such additional Securities will be issued with a separate CUSIP number unless the additional Securities is issued pursuant to a “qualified reopening” of the original series, is otherwise treated as part of the same “issue” of debt instruments as the original series or is issued with less than a de minimis amount of original issue discount, in a supplemental indentureeach case for U.S. federal income tax purposes; (viii) in the case of issuance of additional Securities that are treated as equity for U.S. federal income tax purposes, such additional Securities will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (ix) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (ax) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, OBDC II, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OBDC II and (xi) an officer’s certificate of such Additional Securities;the Issuer is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Secured Notes, at any time), the Company shall be entitledIssuer, without notice to or may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Securities and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then outstanding) (such additional Notes, “Junior Mezzanine Secured Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager and the Retention Holder consent to such issuance and such issuance is approved by a Majority of issuancethe Preferred Shares (provided such consent shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Secured Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that, such Additional Secured Notes must also be Floating Rate Secured Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Secured Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of Preferred Shares or Junior Mezzanine Secured Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to the Class C Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion of tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes, Class B-1 Notes, Class B-2 Notes and Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a supplemental indenturepublicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any Additional Securities that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) in the case of additional Notes of any one or more existing Class of Notes that is treated as debt for U.S. federal income tax purposes, such additional Notes will be issued with a separate securities identifier number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (viii) none of the Issuer, the following information:Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance, (ix) in the case of an issuance of Junior Mezzanine Secured Notes, such Junior Mezzanine Secured Notes may not have a stated maturity earlier than the earliest Stated Maturity of any Secured Notes Outstanding, unless a Majority of the Controlling Class consents and (x) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. Such additional Securities may be offered at prices that differ from the applicable initial offering price. (a) Interest on the aggregate principal amount of Securities outstanding immediately prior to the issuance of such Additional Securities; (b) the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Secured Notes of an existing Class shall rank pari passu in all respects with the initial Secured Notes of that Class. (b) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance or incurrence, as applicable, solely of Directorsadditional Preferred Shares or Junior Mezzanine Debt, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld, to delayed or conditioned), issue Additional Securitiesor incur, which shall have substantially identical terms as the Initial Securitiesapplicable, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Debt (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Debt is then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (1) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (2) in the case of an issuance or incurrence, as applicable, of Additional Debt of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Debt will accrue from the issue date of such Additional Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Debt must also be Floating Rate Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Debt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (3) the S&P Rating Condition has been satisfied; (4) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance or incurrence, as applicable) will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities may be Debt issued or incurred at such time as Interest Proceeds; (5) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (6) written advice from Xxxxxxx and Xxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Debt or Junior Mezzanine Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Debt or Junior Mezzanine Debt that is pari passu with such additional Debt or Junior Mezzanine Debt and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax on a net basis (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Debt or Junior Mezzanine Debt that bears a different securities identifier from the Debt or Junior Mezzanine Debt of the same Class that was issued or incurred on the Closing Date and is Outstanding at the time of the additional issuance or incurrence, as applicable; (7) if Preferred Shares and/or Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (8) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance or incurrence, as applicable, will be issued or incurred in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury regulations Section 1.1275-3(b)(1)(i); (9) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (a10) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (11) an officer’s certificate of such Additional Securities;the Issuer is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Debt of an existing Class shall rank pari passu in all respects with the initial Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of interest payable on such Additional Securities is required to satisfy the first Interest Payment Date applicable thereto;U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with an issuance of additional Debt, additional Class A-1L Loans may be incurred (in loan form only) and will be borrowed pursuant to the “CUSIP,” “ISIN” terms of the Loan Agreement. For the avoidance of doubt, (x) the Class A-1L Lenders may not convert or “Common Code” number, as applicable, exchange any portion of the Class A-1L Loans into Notes and (y) the Holders of any Class of Notes may not convert or exchange any portion of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted SecuritiesNotes into Class A-1L Loans.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, "Junior Mezzanine Notes"); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to the amount Rating Agencies; provided that satisfaction of the Global Rating Agency Condition will be required if any Additional Notes are issued with an interest payable on rate that is higher than those of the first Interest Payment Date applicable thereto and current debt of that Class, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Xxxxx & Xxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) above will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any "sponsor" of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance, (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, ORCC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCC and (x) an Officer’s certificate of such Additional Securities;the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the amount S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of interest payable on the first Interest Payment Date applicable thereto and current debt of that Class, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made in compliance with this Indenture; providedunless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which (vi) Tax Advice shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) the additional issuance will not result in the Issuer being treated as an association or a publicly traded partnership, in either case, 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), other than by operation of Subchapter C of Chapter 63 of the Code, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) any additional Preferred Shares or Potential Equity Notes are issued only to holders or beneficial owners that are United States Tax Persons and agree to provide the Issuer, the following information: Collateral Manager and the Trustee with a correct, complete and properly executed IRS Form W-9 (aor applicable successor form), (ix) any Additional Notes that are not fungible for U.S. federal income tax purposes with the aggregate principal amount Outstanding Secured Notes of Securities outstanding immediately prior the same Class will be identified with separate CUSIP numbers, (x) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (xi) an Officer’s certificate of the Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from Paul Hastings LLP or Cleary Gottlieb Steen & Hamilton LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes or Class B Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, however, that the opinion described in this clause (vi) will not be required with respect to any Additional Notes that bear a supplemental indenturedifferent securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer 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 (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) in the case of issuance of additional Securities of any one or more existing class of Securities that is treated as debt for U.S. federal income tax purposes, such additional Securities will be issued with a separate CUSIP number unless the additional Securities is issued pursuant to a “qualified reopening” of the original series, is otherwise treated as part of the same “issue” of debt instruments as the original series or is issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes; (viii) in the case of issuance of additional Securities that are treated as equity for U.S. federal income tax purposes, such additional Securities will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (ix) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (ax) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (xi) an officer’s certificate of such Additional Securities;the Issuer is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided (x) if such Class is a Class of Floating Rate Notes, that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such additional Secured Notes must also be Fixed Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Xxxxxxxxxx, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the Global Rating Agency Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) written advice from Xxxx Xxxxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes and/or additional Preferred Shares are being issued, any Additional Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes that are pari passu with such Additional Note; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax on a net basis (including any tax imposed under Section 1446 of the Code), and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) if Preferred Shares and/or Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (viii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (ix) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (ax) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (xi) an officer’s certificate of such the Issuer is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. Such Additional Securities;Securities may be offered at prices that differ from the applicable initial offering price. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion of tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the ClosingFirst Refinancing Date and are Outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(iii), (viii) in the case of additional Notes of any one or more existing class of Notes that is treated as debt for U.S. federal income tax purposes, such additional Notes will be issued with a separate CUSIP number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (ix) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aixx) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the amount S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of interest payable on the first Interest Payment Date applicable thereto and current debt of that Class, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Cadwalader, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Secured Notes, at any time), the Company shall be entitledIssuer, without notice to or may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Securities and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then outstanding) (such additional Notes, “Junior Mezzanine Secured Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager and the Retention Holder consent to such issuance (provided such consent shall not be required in circumstances where an issuance of issuanceadditional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Secured Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that, such Additional Secured Notes must also be Floating Rate Secured Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Secured Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of Preferred Shares or Junior Mezzanine Secured Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to the Class C Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion of tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a supplemental indenturepublicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any Additional Securities that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) in the case of additional Notes of any one or more existing Class of Notes that is treated as debt for U.S. federal income tax purposes, such additional Notes will be issued with a separate CUSIP number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance, (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of Junior Mezzanine Secured Notes, such Junior Mezzanine Secured Notes may not have a stated maturity earlier than the earliest Stated Maturity of any Secured Notes Outstanding, unless a Majority of the Controlling Class consents and (x) an Officer’s certificate of the Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Secured Notes of an existing Class shall rank pari passu in all respects with the initial Secured Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided (x) if such Class is a Class of Floating Rate Notes, that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such additional Secured Notes must also be Fixed Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Cadwalader, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the amount S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of interest payable on the first Interest Payment Date applicable thereto and current debt of that Class,has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Xxxxxxxxxx, Xxxxxxxxxx & Xxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) anyin the case of issuance of Additional Notes of any one or more existing class of Notes that is treated as debt for U.S. federal income tax purposes, such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii)with a separate CUSIP number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (viii) in the case of issuance of additional Notes that are treated as equity for U.S. federal income tax purposes, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (ix) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aixx) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securitiesissue, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Secured Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) written advice from Milbank LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Notes or Junior Mezzanine Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that is pari passu with such additional Notes or Junior Mezzanine Notes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes or Junior Mezzanine Notes that bears a different securities identifier from the Notes or Junior Mezzanine Notes of the same Class that was issued on the Closing Date and is Outstanding at the time of the additional issuance; provided further that (x) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will or should be debt for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be issued in the form of definitive, fully registered notes; (vii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance, will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury regulations Section 1.1275-3(b)(1)(i); (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, ORCC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCC and (x) an Officer’s certificate of such Additional Securities;the Issuer is delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance or incurrence, as applicable, solely of Directorsadditional Preferred Shares or Junior Mezzanine Debt, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securitiesor incur, which shall have substantially identical terms as the Initial Securitiesapplicable, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the issue priceFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Debt (or to the most junior class of securities of the Issuer issued or incurred, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend)as applicable, pursuant to this Indenture, the transfer restrictions in respect Class A-1L-1 Loan Agreement or the Class A-1L-2 Loan Agreement, if any class of Securities that are Restricted Securities securities issued or Unrestricted Securities; provided that incurred, as applicable, pursuant to this Indenture, the Class A-1L-1 Loan Agreement or the Class A-1L-2 Loan Agreement other than the Debt is then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (1) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (2) in the case of an issuance or incurrence, as applicable, of Additional Debt of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Debt will accrue from the issue date of such Additional Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Debt must also be Floating Rate Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Debt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (3) the S&P Rating Condition has been satisfied; (4) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance or incurrence, as applicable) will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities may be Debt issued or incurred at such time as Interest Proceeds; (5) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (6) written advice from Xxxx Xxxxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Debt and/or additional Preferred Shares are being issued, any additional Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Debt that is pari passu with such additional Debt; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Debt that bears a different securities identifier from the Debt of the same Class that is Outstanding at the time of the additional issuance or incurrence, as applicable and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax on a net basis (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (7) if Preferred Shares and/or Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (8) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance or incurrence, as applicable, will be issued or incurred in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (9) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (a10) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, OCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OCIC and (11) an officer’s certificate of such Additional Securities;the Issuer is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Debt of an existing Class shall rank pari passu in all respects with the initial Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of interest payable on such Additional Securities is required to satisfy the first Interest Payment Date applicable thereto;U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with an issuance of additional Debt, additional Class A-1L-1 Loans may be incurred (in loan form only) and will be borrowed pursuant to the “CUSIP,” “ISIN” or “Common Code” number, as applicable, terms of such Additional Securities; andthe Class A-1L-1 Loan Agreement. (e) whether In connection with an issuance of additional Debt, additional Class A-1L-2 Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-1L-2 Loan Agreement. (f) For the avoidance of doubt, (x) the Class A-1L-1 Lenders may not convert or exchange any portion of the Class A-1L-1 Loans into Notes and (y) the Holders of any Class of Notes may not convert or exchange any portion of such Additional Securities shall be Restricted Securities or Unrestricted Securities.Notes into Class A-1L-1

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitledIssuer or the Issuers, without notice to or as applicable, may (x) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the date Collateral Manager, the Retention Holder and a Majority of issuancethe Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue pricedate of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and S&P Rating Condition has been satisfied, (iv) if such the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be issued in the form of Unrestricted Securities treated as Principal Proceeds and used to purchase additional Collateral Obligations or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securitiesas otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance shall be made unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from Xxxxx & Xxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted United States experienced in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1-R Notes and Class A-2-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (aix) an Officer’s certificate of the aggregate principal amount of Securities outstanding immediately prior Issuer shall be delivered to the issuance Trustee stating that the conditions of such Additional Securities;this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU Retention Deficiency.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance, solely of Directorsadditional Preferred Shares or Junior Mezzanine Notes, at any time), the Company shall be entitled, without notice to or Issuer may (with the consent of the HoldersCollateral Manager and the Retention Holder and the approval of a Majority of the Preferred Shares), from time to issue Additional Securitiestime, which shall have substantially identical terms as (i) with the Initial Securitiesconsent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), other than issue, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Notes and at least a pro rata amount of Preferred Shares); or (ii) issue and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Notes (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then outstanding) (such issuance shall be made in compliance with additional debt, "Junior Mezzanine Notes") and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that no consent of a Majority of the Preferred Shares shall be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Notes may be lower (or higher) than those of the initial Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Notes is not reduced after giving effect to such issuance, unless after giving effect to such issuance, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) written advice from Milbank LLP or White & Case LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Notes or Junior Mezzanine Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that are pari passu with such additional Notes or Junior Mezzanine Notes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes or Junior Mezzanine Notes that bear a different securities identifier from the Notes or Junior Mezzanine Notes of the same Class that was issued on the Closing Date and are Outstanding at the time of the additional issuance; provided further that (x) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will or should be debt for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be issued in the form of definitive, fully registered notes; (vii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance, will be issued in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury regulations Section 1.1275-3(b)(1)(i); (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any "sponsor" of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, unless such Person has consented to such additional issuance; (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, MIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or MIC and (x) an Officer’s certificate of such Additional Securities;the Issuer is delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount of interest payable on Retention Holder and their respective affiliates shall have priority over such existing holders to the first Interest Payment Date applicable thereto; (d) extent that the “CUSIP,” “ISIN” Collateral Manager or “Common Code” number, as applicable, the Retention Holder determines in its sole discretion that the purchase of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities is required to satisfy the U.S. Risk Retention Rules or Unrestricted Securitiesto prevent or cure an EU/UK Retention Deficiency.

Additional Securities. If authorized by a resolution of The Company hereby grants to the Board of Directors, Underwriters an option (the Company shall be entitled, without notice “Over-allotment Option”) to or the consent of the Holders, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect purchase up to (i) the date 15% of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount number of Securities outstanding immediately prior to shares of Common Stock included in the issuance of such Additional Securities; Firm Series A Units and (b) the aggregate principal amount number of Preferred Shares included in the Firm Series B Units (provided, however, that the Representative may, at its sole, option, elect to receive the number of shares of Common Stock issuable upon conversion of such Additional Securities to be authenticated and delivered pursuant to this Indenture; Preferred Shares) and/or (cii) 15% of the issue pricenumber of Warrants included in the Firm Securities, for the sole purpose of covering over-allotment of such securities, if any. The shares of Common Stock sold pursuant to the Over-allotment Option are referred to as the “Option Shares”, the warrants sold pursuant to the Over-allotment Option are referred to as the “Option Warrants” and the additional Preferred Shares sold pursuant to the Over-allotment Option are referred to as the “Option Preferred Shares”, and the issue date of such Additional Securities Option Shares, the Option Warrants and the amount of interest payable on the first Interest Payment Date applicable thereto; (d) Option Preferred Shares are referred to as the “CUSIP,” “ISIN” or “Common Code” number, as applicable, of such Additional Option Securities; and (e) whether such Additional Securities ”. The purchase price to be paid per Option Share shall be Restricted equal to the price per Firm Security set forth in Section 1.1.1 hereof, the purchase price per Option Preferred Share shall be $[•] and the purchase price per Option Warrant shall be $0.0001. The Firm Securities, the Option Securities, the Conversion Shares (as hereinafter defined) and the Warrant Shares (as hereinafter defined) are hereinafter referred to together as the “Public Securities”. The offering and sale of the Public Securities or Unrestricted Securitiesis herein referred to as the “Offering”. The shares of Common Stock included in the Public Securities are referred to as the “Offered Shares”; the shares of Common Stock issuable upon conversion of the Preferred Shares and the Option Preferred Shares are referred to as the “Conversion Shares”; and the shares of Common Stock issuable upon exercise of the Warrants and the Option Warrants are referred to as the “Warrant Shares”.

Additional Securities. If authorized by a resolution (a) At any time during the Reinvestment Period (or, in the case of the Board an issuance or incurrence, as applicable, solely of Directorsadditional Preferred Shares or Junior Mezzanine Debt, at any time), the Company shall be entitled, without notice to or Issuer may (i) with the consent of a Majority of the HoldersControlling Class (such consent not to be unreasonably withheld or delayed), to issue Additional Securitiesor incur as applicable, which shall have substantially identical terms as the Initial Securities, other than and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to (i) the date each Class of issuance, Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the issue price, (iiiFiscal Agency Agreement) the amount or notes or debt of interest payable on the first Interest Payment Date applicable thereto and (iv) if such Additional Securities shall be issued in the form any one or more new classes of Unrestricted Securities notes or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend), the transfer restrictions in respect of Securities debt that are Restricted Securities fully subordinated to the existing Secured Debt (or Unrestricted Securities; provided that to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Debt is then outstanding) (such issuance shall be made in compliance with additional debt, “Junior Mezzanine Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, furtherthat the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Debt will accrue from the issue date of such Additional Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Debt must also be Floating Rate Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Debt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any additional Securities (net of fees and expenses incurred in connection with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that no the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities may be issued or incurred at such time as Interest Proceeds; (v) the Overcollateralization Ratio with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securitieseach Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Company shall set forth Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from Xxxxx & Xxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in an Officers’ Certificate, a copy of which the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A Debt, Class B Notes and Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Debt that bear a different securities identifier from the Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuance or incurrence, as applicable; (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in a supplemental indenturemanner that will allow the Issuer to accurately provide the information described in Treasury Regulations Section 1.1275-3(b)(1)(i); (viii) none of the Issuer, the following information: Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such additional issuance, or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (aix) in the aggregate principal amount case of Securities outstanding immediately prior an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the issuance Collateral Manager, ORCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCIC and (x) an Officer’s certificate of such Additional Securities;the Issuer is delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the aggregate principal amount of such Additional Securities to shall be authenticated and delivered pursuant to this Indenture; (c) payable commencing on the issue price, if any, and first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Debt of an existing Class shall rank pari passu in all respects with the initial Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the amount Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of interest payable on such Additional Securities is required to satisfy the first Interest Payment Date applicable thereto;U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and will be borrowed pursuant to the “CUSIP,” “ISIN” or “Common Code” number, as applicable, terms of such Additional Securities; and (e) whether such Additional Securities shall be Restricted Securities or Unrestricted Securitiesthe Loan Agreement.

Additional Securities. If authorized by a resolution (a) Additional Securities may, upon satisfaction of the Board of Directorsconditions set forth in this Section 2.3, be issued in the Company amounts and for the purposes permitted herein. All Additional Securities shall be entitled(i) rank pari passu with the Initial Securities in all respects (including, without notice to or the consent of the Holderslimitation, to issue Additional Securities, which shall have substantially identical terms as the Initial Securities, other than with respect to allocation of funds received in connection with any mandatory redemption under Section 3.2 (Mandatory Redemption) or disposition of the Collateral pursuant to Article V of this Agreement) and (ii) be secured by the Collateral. All Additional Securities shall bear such date or dates, bear such interest rate or rates, have such maturity dates, redemption dates and redemption premiums, be in such form and be issued at such prices as approved in writing by Funding Company. (b) Upon (i) satisfaction of the date of issuanceapplicable conditions set forth in this Section 2.3, (ii) the issue priceexecution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.3, (iii) the amount execution and delivery of interest payable on appropriate supplements, amendments or modifications to or of the first Interest Payment Date applicable thereto Finance Documents (in respect of which the consent of the Bond Trustee and the Holders shall not be required; provided, however, if such supplements, amendments or modifications change the rights or obligations of the Bond Trustee, as determined by the Bond Trustee in its sole discretion, the prior written consent of the Bond Trustee shall be required in connection with any such supplements, amendments or modifications), (iv) if receipt by a Responsible Officer of the Bond Trustee of the written consent of each U.S. Guarantor confirming that such U.S. Guarantor's Guarantee applies to the Outstanding Securities and the Additional Securities shall be issued which Funding Company proposes to issue and (v) receipt by the Depositary Bank of an Officer's Certificate from the Project Borrowers confirming that moneys on deposit in the form of Unrestricted Securities or Restricted Securities (in which case the Restricted Securities will bear the Transfer Restriction Legend)Debt Service Reserve Fund shall, the transfer restrictions in respect of Securities that are Restricted Securities or Unrestricted Securities; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Securities may be issued with the same “CUSIP,” “ISIN” or “Common Code” number as other Securities unless it is so permitted in accordance with applicable law and such Additional Securities are fungible with the Securities for U.S. federal tax purposes and no Additional Securities, if they are Restricted Securities, may have the same “CUSIP,” “ISIN” or “Common Code” number as any Unrestricted Security. With respect to any Additional Securities, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following information: (a) the aggregate principal amount of Securities outstanding immediately prior after giving effect to the issuance of such Additional Securities, be equal to the Debt Service Reserve Required Balance (as such shall be increased to reflect payments due on the Additional Securities), Funding Company shall execute Additional Securities and deliver them to a Responsible Officer of the Bond Trustee, and a Responsible Officer of the Bond Trustee, upon the written request of Funding Company, shall authenticate such Additional Securities and deliver them to the purchasers thereof as may be directed by Funding Company in writing; provided, however, that, notwithstanding anything to the contrary contained herein, no Additional Securities shall be issued hereunder: (A) without the written consent of Funding Company; (bB) except with respect to the aggregate principal amount issuance of such Additional Securities to in accordance with clause (x) of Section 2.3(d), at any time when a Default or an Event of Default shall have occurred and be authenticated and delivered pursuant to this Indenture;continuing or if such proposed issuance would, upon notice or passage of time, cause a Default or an Event of Default; or (C) if such proposed issuance would result in a Ratings Downgrade. (c) Upon the issue priceissuance of any Additional Securities, if any, Funding Company shall promptly provide the Bond Trustee with a revised Schedule I to this Indenture that will provide for the payment of principal and the issue date of interest on such Additional Securities and the amount of interest payable on the first Interest Payment Date applicable thereto;Securities. (d) Additional Securities may be issued by Funding Company; provided that a Responsible Officer of the “CUSIP,” “ISIN” Bond Trustee shall receive an Officer's Certificate from Funding Company certifying (i) that except with respect to clause (x) below, no Default or “Common Code” number, as applicable, Event of Default exists at the time of the issuance of the Additional Securities and that such Additional Securities; and issuance shall not cause a Default or Event of Default and (eii) whether such that the net proceeds of the issuance and sale of the Additional Securities shall be Restricted Securities loaned by Funding Company to one or Unrestricted Securities.more of the Project Borrowers pursuant to the Project Loan Agreements, or supplement thereto, and such proceeds must be used by the Project Borrowers for one of the following purposes as certified by an Authorized Officer of each of the Project Borrowers and subject to the following conditions: