Common use of Additional Issuance Clause in Contracts

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at If the Issuer receives an exercise or conversion price less than order from the Market PricePSCWV, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fractionIssuer may, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities its sole discretion, acquire additional and separate property (including the property other than Environmental Control Property) and issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities one or more Additional Issuances that are exercisable backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (b) The Issuer shall not issue additional Environmental Control Bonds or convertible into other securities if the Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for Issuance would result in the sentence immediately preceding this proviso is effectedthen-current ratings on any Outstanding Series of Environmental Control Bonds being reduced or withdrawn. (c) In addition to all applicable requirements of Section 2.10 hereof, the Warrant Number shall not following conditions must be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price satisfied in connection with any corresponding adjustment made under Section 9(k)Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by an amount ▇▇▇▇▇’▇ and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in excess connection with such Additional Issuance, shall be nonrecourse to any of the amount Issuer’s other assets and shall not constitute a claim against the Issuer if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any series of Outstanding Environmental Control Bonds an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of the adjustment initially made Utility or the Seller were to become a debtor in respect a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the issuance assets and liabilities of the Issuer with those of the bankruptcy estate of the Utility or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate from the Issuer certifying that the Additional Securities shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the Issuer; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Series Collateral pledged under a Series Supplement (other than the Series Supplement related to such Additional Issuance, if any), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other Equity Securities related Series of Environmental Control Bonds; (calculated by adjusting vii) the amount Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees and a pro rata portion of such readjustment to account for all adjustments made to fees due under the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyIssuer Administration Agreement.

Additional Issuance. If the Company at any time shall receives a financing order or other authorization or approval from the PSCWV, the Company may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue any one or more Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any Issuances that are backed by such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant separate additional property. Any new Additional Issuance may include terms and provisions unique to subsection that Additional Issuance. (a) The Company shall not issue additional Environmental Control Bonds or other Additional Securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of this Section 9), which are exercisable Environmental Control Bonds or convertible for other Outstanding Additional Shares at an exercise Securities being reduced or conversion price less than the Market Price, the Warrant Number after such issuance shall withdrawn. (b) The following conditions must be determined by multiplying the Warrant Number by a fraction, satisfied in connection with any Additional Issuance: (i) if the denominator Additional Issuance is a new series of which Environmental Control Bonds, such Bonds shall be rated “Aaa” by ▇▇▇▇▇’▇ and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the number assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of shares the Company’s other assets and shall not constitute a claim against the Company if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company has delivered to the Trustee an Opinion of Common Stock on Counsel of a Fully Diluted Basis immediately prior nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Mon Power or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company with those of the bankruptcy estate of Mon Power or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company has delivered to the Trustee a certificate meeting the criteria of Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant to such issuance plus Additional Issuance shall have the number benefit of shares a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the aggregate consideration to be received by the Company for the total number securities of such Additional Shares issued Issuance will not file or issuable join in connection the filing of any bankruptcy petition against the Company; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Collateral pledged under the Indenture (other than Collateral pledged with respect to such Additional Issuance), the conversion or exercise holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other Equity Securities related sereies of Environmental Control Bonds; (including the issue price of any such other Equity Securities) would purchase at the Market Price and (iivii) the numerator of which Additional Issuance shall be have its own bank accounts or trust accounts; and (viii) the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; providedAdditional Issuance shall bear its own trustees fees and servicer fees, except that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion allocation of such Equity Securities; and provided, further, fees with respect to any adjustment made pursuant to this Section 9(b) upon Additional Issuance of Environmental Control Bonds shall be governed by the issuance terms of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof Indenture and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyServicing Agreement.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time within the Market PriceReinvestment Period, the Warrant Number after such issuance shall Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes that are subordinate to the Class A-1 Notes, except, that a larger proportion of Subordinated Notes may be determined by multiplying issued) and use the Warrant Number by a fraction, proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (including Permitted Uses); provided that the following conditions are met: (i) the denominator of which shall be Collateral Manager and the number of shares of Common Stock on a Fully Diluted Basis immediately prior Retention Provider each consent to such issuance plus and such issuance is consented to by a Supermajority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator aggregate principal amount of which Additional Notes of any Class issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Notes of such Class; (iii) the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and that the interest rate and prices of such may be lower (but not higher) than those of the initial Notes of that Class) and such additional issuance shall not be considered a Refinancing hereunder; (iv) unless only additional Subordinated Notes are being issued, the Global Rating Agency Condition shall have been satisfied; (v) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the number Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are the only Notes included in such additional issuance; (vi) the proceeds of shares any Additional Notes (net of Common Stock fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or as another Permitted Use; (vii) to the extent such issuance would be of additional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Class of Notes shall not be reduced after giving effect to such issuance; (ix) written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (1) 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 or otherwise subject to U.S. federal income tax on a Fully Diluted Basis immediately after such issuancenet basis and (2) any additional Secured Notes will be characterized as indebtedness for U.S. federal income tax purposes; provided, however, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for opinion described in the sentence immediately preceding this proviso is effected, the Warrant Number shall clause (2) will not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, required with respect to any adjustment made additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class that are outstanding at the time of the additional issuance; (x) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Notes (including the Additional Notes); and (xi) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.13(a) have been satisfied. (b) The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 9(b2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) upon than those of the issuance initial Notes of any Equity Securities which that Class). Interest on the Additional Notes that are convertible or exchangeable for Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Shares, Notes (i) notwithstanding if issued prior to the foregoing proviso, if such other Equity Securities by their terms provide, applicable Record Date). The Additional Notes shall rank pari passu in all respects with the passage initial Notes of time or otherwisethat Class. (c) Except with respect to a Risk Retention Issuance, for any increase in the consideration payable to the Company, or decrease in the number Additional Notes of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted each Class issued pursuant to this Section 9(b), 2.13 shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to Holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Notes of such Equity Securities and such conversion or exercise; providedClass. (d) In addition, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price Additional Notes may be issued in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess Refinancing of the amount of the adjustment initially made Secured Notes in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made whole without regard to the Warrant Number restrictions in this Section 2.13. (and Exercise Pricee) after For the date avoidance of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company doubt, at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors Holders of the CompanySubordinated Notes may make additional capital contributions to the Issuer.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9)At any time during the Reinvestment Period (and, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that solely with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and additional Preferred Shares, after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effectedReinvestment Period), the Warrant Number shall not be successively adjusted under this Section 9(b) upon Co-Issuers or the exercise or conversion Issuer, as applicable, may incur additional loans, issue and sell additional Secured Debt of such Equity Securities; each Class and/or issue and provided, further, sell additional Preferred Shares (on a pro rata basis with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing provisoeach Class or, if such other Equity Securities by their terms provideadditional Class A-1 Debt is not being issued, with the passage of time or otherwise, on a pro rata basis for any increase in the consideration payable all Classes that are subordinate to the Company, Class A-1 Debt) (except a greater proportion of Preferred Shares may be issued) and use the proceeds to purchase additional Collateral Obligations or decrease in the number as otherwise permitted under this Indenture; provided that additional Class A-1 Debt may consist of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exerciseadditional Class A-1 Loans and/or additional Class A-1 Notes; provided, further, that the following conditions are met: (i) the Collateral Manager, the Depositor and a Majority of the Preferred Shares consents to such issuance; (ii) unless such issuance is being made in order for the Depositor, the Collateral Manager or an Affiliate thereof to comply with the U.S. Risk Retention Rules (based on written advice of nationally recognized counsel to the Depositor or the Collateral Manager, as applicable, experienced in such matters) (a “Risk Retention Issuance”), if additional Class A-1 Loans will be incurred, a Majority of the Class A-1 Lenders consents thereto; (iii) the aggregate principal amount of Secured Debt of any Class issued in all additional issuances shall not exceed 100% of the Aggregate Outstanding Amount of such Class on the Closing Date; (iv) the terms of the Secured Debt issued must be identical to the respective terms of previously issued Secured Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue or incurrence date of such additional Secured Debt and the spread over LIBOR (or stated interest rate, in the case of Fixed Rate Notes) and price of such additional Secured Debt do not have to be identical to those of the initial Secured Debt of such Class; provided that the Interest Rate of any such additional Secured Debt must not exceed the Interest Rate applicable to the initial Secured Debt of that Class); (v) the proceeds of any additional Secured Debt or additional Preferred Shares (net of fees and expenses incurred in connection with such issuance) will be treated as Principal Proceeds, used to purchase additional Collateral Obligations, or as otherwise permitted hereunder; (vi) the Overcollateralization Ratio with respect to each Class is maintained or improved after giving effect to such issuance; (vii) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee to the effect that (1) such additional issuance will not cause the Issuer (A) to be subject to U.S. federal income tax with respect to its net income or subject to tax liability under Section 1446 of the Code, or (B) to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (2) any additional Class A-1 Debt, Class A-2 Notes, Class B Notes, Class C Notes or Class D Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, however, that no readjustment the opinion described in this clause (vii)(2) will not be required with respect to any additional Secured Debt that bear a different securities identifier from the Secured Debt of the same Class that were issued on the Closing Date and are outstanding at the time of the additional issuance; (viii) such issuance is accomplished in a manner that allows the Independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be provided to the holders of Secured Debt (including the additional Secured Debt); and (ix) an officer’s certificate of the Issuer is delivered to the Trustee stating that the foregoing conditions (i) through (viii) have been satisfied. (b) Except in the case of a Risk Retention Issuance, (i) any additional Class A-1 Debt issued as described above will be offered to the existing holders of Class A-1 Debt in the form of Class A-1 Loans and/or Class A-1 Notes held by each such existing holder (x) first, in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in the Class A-1 Debt and (y) second, in the case of any unsold additional Class A-1 Debt, without regard to each holder’s pro rata ownership interest in the Class A-1 Debt, it being understood that additional Class A-1 Debt offered to an existing holder pursuant to this subclause (y) may be subscribed for by such holder in the immediately preceding provisoform of additional Class A-1 Loans or additional Class A-1 Notes, without regard to the form of such holder’s existing holdings, (ii) any additional Secured Debt of any other Class issued as described above will, to the extent reasonably practicable, be offered first to holders of that Class in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in such Class and (iii) any additional Preferred Shares issued as described above will, to the extent reasonably practicable, be offered first to holders of Preferred Shares in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in the Preferred Shares. The Collateral Agent shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect provide written notice to S&P of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). any additional Secured Debt or Preferred Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject pursuant to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanySection 2.13.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time within the Market PriceReinvestment Period, the Warrant Number after such issuance shall Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue Additional Debt of each Class (on a pro rata basis with respect to each Class of Debt that is subordinate to the Class A-1 Debt, except, that a larger proportion of Subordinated Notes may be determined by multiplying issued) and use the Warrant Number by a fraction, proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (including Permitted Uses); provided that the following conditions are met: (i) the denominator of which shall be Collateral Manager and the number of shares of Common Stock on a Fully Diluted Basis immediately prior Retention Provider each consents to such issuance plus and such issuance is consented to by a Supermajority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator aggregate principal amount of which Additional Debt of any Class issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Debt of such Class; (iii) the terms of the Debt issued must be identical to the respective terms of previously issued Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue date of such additional Secured Debt and that the spread over LIBOR and prices of such Debt may be lower (but not higher) than those of the initial Debt of that Class) and such additional issuance shall not be considered a Refinancing hereunder; (iv) the net proceeds of the issuance of any additional Subordinated Notes shall be deposited in the number Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (iv) shall only apply if such additional Subordinated Notes are the only Debt included in such additional issuance; (v) unless only additional Subordinated Notes are being issued, the S&P Rating Condition shall have been satisfied; (vi) the proceeds of shares any Additional Debt (net of Common Stock fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or as another Permitted Use; (vii) to the extent such issuance would be of additional Secured Notes (other than in connection with a Risk Retention Issuance), the prior written consent of a Majority of the Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Class of Debt shall not be reduced after giving effect to such issuance; (ix) written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (1) 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 or otherwise subject to U.S. federal income tax on a Fully Diluted Basis immediately after such issuancenet basis and (2) any additional Secured Notes (other than Restricted Notes) will be characterized as indebtedness for U.S. federal income tax purposes; provided, however, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for opinion described in the sentence immediately preceding this proviso is effected, the Warrant Number shall clause (2) will not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, required with respect to any adjustment made additional Secured Debt that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class that are outstanding at the time of the additional issuance; (x) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Debt (including the Additional Debt); and (xi) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.13(a) have been satisfied. (b) The terms and conditions of the Additional Debt of each Class issued pursuant to this Section 9(b2.13 shall be identical to those of the initial Debt of that Class (except that the interest due on the Additional Debt that is Secured Debt shall accrue from the issue date of such Additional Debt and the interest rate and price of such Additional Debt may be lower (but not higher) upon than those of the issuance initial Debt of any Equity Securities which are convertible or exchangeable for that Class). Interest on the Additional Shares, Debt that is Secured Debt shall be payable commencing on the first Payment Date following the issue date of such Additional Debt (i) notwithstanding if issued prior to the foregoing proviso, if such other Equity Securities by their terms provide, applicable Record Date). The Additional Debt shall rank pari passu in all respects with the passage initial Debt of time or otherwisethat Class. (c) Except with respect to a Risk Retention Issuance, for any increase in the consideration payable to the Company, or decrease in the number Additional Debt of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted each Class issued pursuant to this Section 9(b), 2.13 shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to Holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Debt of such Equity Securities and such conversion or exercise; providedClass. (d) In addition, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price Additional Debt may be issued in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess Refinancing of the amount of the adjustment initially made Secured Debt in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made whole without regard to the Warrant Number restrictions in this Section 2.13. (and Exercise Pricee) after The Issuer may not issue additional Class C Notes unless the date Unfunded Class Funding has occurred. (f) For the avoidance of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company doubt, at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors Holders of the CompanySubordinated Notes may make additional capital contributions to the Issuer.

Additional Issuance. If (a) The Additional Closing Date with respect to the Company at any time Additional Note Issuance shall be the date hereof. On such Additional Closing Date, subject to the satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue any and sell to each of Gaia and L▇▇▇▇▇▇▇, and each of Gaia and L▇▇▇▇▇▇▇ severally agrees to purchase from Infinity, (I) Additional Shares at a price less than Notes in the Market Price or any other Equity Securities principal amount set forth opposite its name on the Additional Schedule of Buyers, along with (excluding any such issuance for which II) the related Additional 115% Warrants with respect to the number of Additional Warrant Shares purchasable hereunder shall have been adjusted pursuant equal to subsection the quotient (arounded to the nearest whole number, with 0.5 rounded up) of this Section 9)(A) 28% of the original principal amount of the Additional Notes purchased thereby at the Additional Closing, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, divided by (B) the Warrant Number after such issuance shall be determined by multiplying Exercise Price (as defined in the Warrant Number by a fractionAdditional 115% Warrants) on the Additional Closing Date, and (iIII) the denominator of which shall be related Additional 140% Warrants with respect to the number of shares Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of Common Stock (X) 27% of the original principal amount of the Additional Notes purchased thereby at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in the Additional 140% Warrants) on a Fully Diluted Basis immediately prior to the Additional Closing Date (the “Third Additional Closing”). Infinity hereby acknowledges and agrees that such issuance plus the number purchase by each of shares that the aggregate consideration to be received by the Company for the total number Gaia and L▇▇▇▇▇▇▇ of such Additional Shares issued or issuable Notes and related Additional Warrants shall satisfy in full any obligations of any of Gaia, L▇▇▇▇▇▇▇, HFTP and AG Offshore under the Securities Purchase Agreement and the other Transaction Documents with respect to the Additional Sale Election Notice. (b) For purposes of Section 4(h) of the Securities Purchase Agreement in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which Third Additional Closing, each Buyer’s Reimbursement Allocation Percentage shall be as set forth on the number Additional Schedule of shares Buyers, rather than the Schedule of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect Buyers attached to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyPurchase Agreement.

Additional Issuance. If the Company at any time on or after the date hereof shall issue or be deemed to have issued (x) any Additional Shares that are Common Stock at a price less than the Market Price per share of Common Stock determined immediately prior to such issuance or sale, or (y) any Additional Shares that are any other type of Equity Securities (excluding any such issuance Security, and the price per share of Common Stock for which one share of Common Stock is issuable upon the number exercise, conversion or exchange of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price such other Equity Security is less than the Market PricePrice per share of Common Stock in effect immediately prior to the time of the issuance of such other Equity Securities, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price for such shares of Common Stock immediately prior to such issuance and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity SecuritiesSecurities (except as a result of a change described in the following provisos); and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are exercisable, convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms or by amendment, waiver or otherwise provide, with the passage of time or otherwise, for any increase decrease in the consideration payable to the Company, or decrease increase in the number of Additional Shares issuable, upon the exercise exercise, conversion or conversion exchange thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon decrease, provided however that if the expiration terms of any warrant, option or convertible security for shares of Common Stock which was outstanding as of the Closing Date are changed in the manner described above, then such other Equity Securities warrant, option or any rights of convertible security and the Common Stock deemed issuable upon exercise, conversion or exchange under any such other Equity Securities, thereof shall be deemed to have been issued as of the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance date of such Equity Securities and such conversion or exercise; provided, further, however, that no change. No readjustment pursuant to the immediately preceding provisosentence, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of and reasonably approved by the CompanyRequisite Holders.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market PriceAt any time, the Warrant Number after such issuance shall be determined by multiplying Issuer may issue and sell additional Subordinated Notes and use the Warrant Number by a fraction, net proceeds to purchase additional Collateral Obligations or for other purposes permitted under this Indenture; provided that the following conditions are met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus and such issuance is consented to by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator aggregate face amount of which such Subordinates Notes issued in all additional issuances shall not exceed 100% of the respective original face amount of the Subordinated Notes; (iii) the terms of the notes issued must be identical to the respective terms of previously issued Subordinated Notes (except that the prices of such additional Subordinated Notes do not have to be identical to those of the initial Subordinated Notes); (iv) the proceeds of any additional Subordinated Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the number Priority of shares Payments; (v) the Issuer shall notify each Rating Agency of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect the issuance of additional Subordinated Notes prior to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and date; and (vi) immediately after the corresponding adjustment giving effect to the Warrant Number provided for in the sentence immediately preceding this proviso such issuance, each Coverage Test is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, furthersatisfied or, with respect to any adjustment made pursuant Coverage Test that was not satisfied immediately prior to this Section 9(b) upon the giving effect to such issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if and will continue not to be satisfied immediately after giving effect to such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereofissuance, the Warrant Number, degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof. (b) Any additional Subordinated Notes issued as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securitiesdescribed above will, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant offered first to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess Holders of the amount of the adjustment initially made Subordinated Notes in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment amounts as are necessary to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Companypreserve their pro rata holdings.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9)At any time during the Reinvestment Period (and, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that solely with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and additional Subordinated Notes, after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effectedReinvestment Period), the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion Issuer may incur additional loans, issue and sell additional Secured Debt of such Equity Securities; each Class and/or issue and provided, further, sell additional Subordinated Notes (on a pro rata basis with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing provisoeach Class or, if such other Equity Securities by their terms provideadditional Class A-1 Debt is not being issued, with the passage of time or otherwise, on a pro rata basis for any increase in the consideration payable all Classes that are subordinate to the Company, Class A-1 Debt) (except a greater proportion of Subordinated Notes may be issued) and use the proceeds to purchase additional Collateral Obligations or decrease in the number as otherwise permitted under this Indenture; provided that additional Class A-1 Debt may consist of Additional Shares issuable, upon the exercise additional Class A-1 Loans or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exerciseClass A-1 Notes; provided, further, that, solely with respect to additional issuances of any Class A-1 Debt, Holders of a Majority of the Class A-1 Debt consents to such issuance; provided further that the following conditions are met: (i) the Collateral Manager, the Transferor and a Majority of the Subordinated Notes consents to such issuance; (ii) unless such issuance is being made in order for the Transferor, the Collateral Manager or an Affiliate thereof to comply with the U.S. Risk Retention Rules (based on written advice of nationally recognized counsel to the Transferor or the Collateral Manager, as applicable, experienced in such matters) (a “Risk Retention Issuance”), if additional Class A-1 Loans will be incurred, a Majority of the Class A-1 Lenders consents thereto; (iii) the aggregate principal amount of Debt of any Class issued in all additional issuances shall not exceed 100% of the respective Aggregate Outstanding Amount of such Class on the Closing Date; (iv) the terms of the Debt issued or incurred, as applicable, must be identical to the respective terms of previously issued or incurred, as applicable, Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue or incurrence date of such additional Secured Debt and the spread over the Benchmark (or the stated interest rate, in the case of Fixed Rate Debt) and price of such additional Secured Debt do not have to be identical to those of the initial Secured Debt of such Class; provided that the Interest Rate of any such additional Secured Debt must not exceed the Interest Rate applicable to the initial Secured Debt of that Class); (v) the proceeds of any additional Debt (net of fees and expenses incurred in connection with such issuance) will be treated as Principal Proceeds, used to purchase additional Collateral Obligations, or as otherwise permitted hereunder; (vi) the Overcollateralization Ratio with respect to each Class is maintained or improved after giving effect to such issuance; (vii) except when only additional Subordinated Notes are being issued, an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer to the effect that (1) such additional issuance will not cause the Issuer (A) to be subject to U.S. federal income tax with respect to its net income or subject to tax liability under Section 1446 of the Code, or (B) to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (2) any additional Class A-1 Debt, Class A-2 Notes, Class B Notes, Class C Notes or Class D Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, however, that no readjustment the opinion described in this clause (vii)(2) 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; (viii) such additional Debt will be issued in a manner that allows the accountants of the Issuer to accurately provide the tax information relating to original issue discount to Holders of Debt; and (ix) an officer’s certificate of the Issuer is delivered to the Collateral Trustee stating that the foregoing conditions (i) through (viii) have been satisfied. (b) Except in the case of a Risk Retention Issuance, (i) any additional Class A-1 Debt issued as described above will be offered to the existing holders of Class A-1 Debt in the form of Class A-1 Loans and/or Class A-1 Notes held by each such existing holder (x) first, in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in the Class A-1 Debt and (y) second, in the case of any unsold additional Class A-1 Debt, without regard to each holder’s pro rata ownership interest in the Class A-1 Debt, it being understood that additional Class A-1 Debt offered to an existing holder pursuant to this subclause (y) may be subscribed for by such holder in the immediately preceding provisoform of additional Class A-1 Loans or additional Class A-1 Notes, without regard to the form of such holder’s existing holdings, (ii) any additional Debt of any other Class issued as described above will, to the extent reasonably practicable, be offered first to holders of that Class in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in such Class and (iii) any additional Subordinated Notes issued as described above shall, to the extent reasonably practicable, be offered first to holders of Subordinated Notes in such amounts as are necessary to preserve each such holder’s pro rata ownership interest in the Subordinated Notes . The Collateral Trustee shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect provide written notice to S&P of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject additional Debt pursuant to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanySection 2.13.

Additional Issuance. If the Company at (a) At any time shall during the Reinvestment Period (or, in the case of an additional issuance of Subordinated Notes only, during or after the Reinvestment Period), the Applicable Issuers may issue and sell Additional Debt of any one or more existing Classes and the Issuer may use the proceeds to acquire additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the Collateral Manager consents and, solely with respect to additional issuances of any Class A-1 Debt, Holders of a Majority of the Class A-1 Debt consent to such issuance and such issuance is directed or approved by a Majority of the Subordinated Notes; (ii) the terms of the Additional Shares at a Debt issued must be identical to the respective terms of previously issued Debt of the applicable Class (except that the interest due on such Additional Debt will accrue from the issue date of such Additional Debt and the price less of such Additional Debt does not have to be identical to the price of the initial Debt of that Class and the interest rate of such Additional Debt may be equal to or lower than the Market Price or any other Equity Securities interest rate of the initial Debt of that Class); (excluding iii) unless only additional Subordinated Notes are being issued, Additional Debt of all Classes must be issued and such issuance of Additional Debt must be proportional across all Classes; provided that the principal amount of Subordinated Notes issued in any such issuance for which may exceed the number of Warrant Shares purchasable hereunder proportion otherwise applicable to the Subordinated Notes; (iv) unless only additional Subordinated Notes are being issued, the S&P Rating Agency Condition shall have been adjusted satisfied with respect to any Secured Debt not constituting part of such additional issuance; (v) the proceeds of any Additional Debt (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall be treated as Principal Proceeds and used to acquire additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to subsection the Priority of Payments; (avi) the Issuer shall have obtained written advice of this Section 9)Dechert LLP or an opinion from tax counsel of nationally recognized standing in the United States experienced in such matters, which are exercisable or convertible for Additional Shares at an exercise or conversion price less in form and substance satisfactory to the Collateral Manager, to the effect that (A) to the extent issued to a Person other than the Market PriceIssuer’s sole owner, any additional Class A-1 Debt, Class A-2 Notes, Class B Notes or Class C Notes will be debt for U.S. federal income tax purposes, and (B) the Warrant Number additional issuance will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal income tax on a net income basis (including any tax liability under Section 1446 of the Code); provided that the opinion described in clause (A) will not be required with respect to any additional Secured Debt that bears a different CUSIP number (or equivalent identifier) from the Secured Debt of the same Class that is outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Secured Debt will be debt for U.S. federal income tax purposes is not delivered, such additional Secured Debt will be subject to certain tax-related transfer restrictions substantially similar to those applicable to the Subordinated Notes; (vii) the ratings of such Additional Debt are no lower than the Initial Ratings of such Classes; (viii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such issuance additional issuance, (A) no Event of Default shall have occurred and be determined by multiplying continuing and (B)(x) all Coverage Tests are (1) satisfied and (2) maintained or improved, (y) the Warrant Number by a fractionCollateral Quality Test is satisfied (or if the Collateral Quality Test is not satisfied at such time, is maintained or improved) and (z) each Concentration Limitation is satisfied (or if any Concentration Limitation is not satisfied at such time, is maintained or improved); (ix) any additional Secured Debt that is not fungible for U.S. federal income tax purposes with the outstanding Secured Debt of the same Class will be identified with separate CUSIP numbers; (x) the EU/UK Retention Provider (or the Depositor, as its wholly-owned subsidiary and pursuant to the terms of the EU/UK Retention Letter) commits to acquire such additional Subordinated Notes as may be required to satisfy the EU/UK Retained Amount following the additional issuance; (xi) the U.S. Retention Provider commits to acquire such additional Subordinated Notes as may be required to satisfy the U.S. Risk Retention Rules following the additional issuance; and (xii) the requirements of Section 3.2 have been satisfied. (b) Except as set forth in the immediately following sentence, (i) any additional Class A-1 Debt issued as described above will be offered to the denominator existing holders of which shall be Class A-1 Debt in the number form of shares Class A-1 Notes or Class A-1L-R Loans held by each such existing holder (x) first, in such amounts as are necessary to preserve each such holder’s pro rata holdings of Common Stock on a Fully Diluted Basis immediately prior Secured Debt of such Class and (y) second, in the case of any unsold additional Class A-1 Debt, without regard to such issuance plus holder’s pro rata ownership interest in the number Class A-1 Debt, it being understood that additional Class A-1 Debt offered to an existing holder pursuant to this subclause (y) may be subscribed for by such holder in the form of shares that additional Class A-1 Notes or Class A-1L-R Loans, without regard to the aggregate consideration to be received by the Company for the total number form of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price holder’s existing holdings, and (ii) any Additional Debt of any other existing Class issued as described above shall, to the numerator extent reasonably practicable, be offered first to Holders of which that Class in such amounts as are necessary to preserve their pro rata holdings of Debt of such Class (unless such issuance is of additional Subordinated Notes that are required to prevent or cure an EU/UK Retention Deficiency). In connection with an additional issuance, the Collateral Manager (or an Affiliate thereof) or the U.S. Retention Provider shall have the right to acquire any Debt of one or more Classes if the Collateral Manager determines such acquisition is necessary to comply with the U.S. Risk Retention Rules. (c) Upon the purchase of Additional Debt, a purchaser shall be deemed to be a Holder of Debt of the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; providedrelevant Class for all purposes under this Indenture or the Class A-1L-R Credit Agreement, that with respect as applicable. (d) The Collateral Manager shall give prompt written notice to the Rating Agency following the issuance of Equity Securities that are exercisable or convertible into any Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made Debt pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company2.13.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market PriceAt any time, the Warrant Number after such issuance shall be determined by multiplying Issuer may issue and sell additional Subordinated Notes and use the Warrant Number by a fraction, proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus and such issuance is consented to by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator aggregate principal amount of which Subordinated Notes issued in all additional issuances shall not exceed 100% of the original outstanding principal amount of the Subordinated Notes; (iii) the terms of the notes issued must be identical to the number respective terms of shares previously issued Subordinated Notes (except that monies due on additional Subordinated Notes will accrue from the issue date of Common Stock on such Subordinated Notes and that the prices of such additional Subordinated Notes do not have to be identical to those of the initial Subordinated Notes) and such additional issuance shall not be considered a Fully Diluted Basis immediately after Refinancing hereunder; (iv) such issuance; provided, that with respect additional Subordinated Notes must be issued at a price equal to or greater than the principal amount thereof; (v) the Issuer notifies each Rating Agency of such issuance prior to the issuance date; (vi) the proceeds of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price any Subordinated Notes (net of fees and after the corresponding adjustment to the Warrant Number provided for expenses incurred in the sentence immediately preceding this proviso is effected, the Warrant Number connection with such issuance) shall not be successively adjusted under this Section 9(btreated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments, to fund the Revolver Funding Account or to apply pursuant to the Priority of Payments; (vii) upon the exercise or conversion of immediately after giving effect to such Equity Securities; and providedissuance, furthereach Coverage Test is satisfied or, with respect to any adjustment made pursuant Coverage Test that was not satisfied immediately prior to this Section 9(bgiving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; and (viii) upon the issuance applicable provisions of any Equity Securities which are convertible or exchangeable for Additional Sharesclauses (ii), (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(biii), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (iiiv) upon of Section 2.5(c) are satisfied. (b) For the expiration avoidance of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securitiesdoubt, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors members of the CompanyIssuer may make additional capital contributions to the Issuer.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time during the Reinvestment Period (or, in the case of this Section 9)an issuance of Subordinated Notes only, which are exercisable during or convertible for Additional Shares at an exercise or conversion price less than after the Market PriceReinvestment Period) and so long as neither the First Static Date nor the Second Static Date has occurred, the Warrant Number after such issuance shall be determined by multiplying Applicable Issuers may issue and sell Additional Obligations of any one or more existing Classes and the Warrant Number by a fraction, Issuer may use the proceeds to acquire additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the denominator Collateral Manager and a Majority of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Controlling Class consents to such issuance plus and such issuance is directed or approved by a Majority of the number of shares Subordinated Notes; provided that the aggregate consideration consent of a Majority of the Controlling Class shall not be required for any additional issuance that is required to be received by the Company for the total number of such Additional Shares issued prevent or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and cure an EU/UK Retention Deficiency; (ii) the numerator terms of the Additional Obligations issued must be identical to the respective terms of previously issued Obligations of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the price of such Additional Obligations does not have to be identical to the price of the initial Obligations of that Class and the interest rate of such Obligations may be equal to or lower than the interest rate of the initial Obligations of that Class); (iii) unless only additional Subordinated Notes are being issued, Additional Obligations of all Classes must be issued and such issuance of Additional Obligations must be proportional across all Classes; provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (iv) unless only additional Subordinated Notes are being issued, the S&P Rating Agency Condition shall have been satisfied with respect to any Rated Notes not constituting part of such additional issuance; (v) the proceeds of any Additional Obligations (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall be treated as Reinvesting Principal Proceeds and used to acquire additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; (vi) the Issuer shall have obtained an Opinion of Counsel from tax counsel of nationally recognized standing in the United States experienced in such matters, in form and substance satisfactory to the Collateral Manager, shall be delivered to the Trustee to the effect that (A) any additional Secured Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as Secured Notes of the same Class 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 Chapter 63 of the Code; provided that the opinion described in clause (A) will not be required with respect to any additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of shares the same Class that are outstanding at the time of Common Stock on a Fully Diluted Basis immediately after such the additional issuance; provided, further that with respect (x) if an opinion to the issuance effect that any additional Secured Notes will be debt for U.S. federal income tax purposes is not delivered, such additional Secured Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Subordinated Notes and (y) if an opinion to the effect that any additional Secured Notes will or should be debt for U.S. federal income tax purposes is not delivered, such additional Secured Notes will be (I) Potential Equity Notes and (II) issued in the form of Equity Securities definitive, fully registered notes; (vii) the ratings of such Additional Obligations are no lower than the Initial Ratings of such Classes; (viii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such additional issuance, (A) no Event of Default shall have occurred and be continuing and (B)(x) all Coverage Tests are (1) satisfied and (2) maintained or improved, (y) the Collateral Quality Test is satisfied (or if the Collateral Quality Test is not satisfied at such time, is maintained or improved) and (z) each Concentration Limitation is satisfied (or if any Concentration Limitation is not satisfied at such time, is maintained or improved); (ix) any additional Secured Notes that are exercisable or convertible into Additional Shares at an exercise or conversion price less than not fungible for U.S. federal income tax purposes with the Market Price and after outstanding Secured Notes of the corresponding adjustment same Class will be identified with separate CUSIP numbers; (x) the U.S. Retention Provider (as a wholly-owned subsidiary of the EU/UK Retention Provider) commits to acquire such additional Subordinated Notes as may be required to satisfy the Warrant Number provided for EU/UK Retained Amount following the additional issuance; (xi) the U.S. Retention Provider commits to acquire such additional Subordinated Notes as may be required to satisfy the U.S. Risk Retention Rules following the additional issuance; and (xii) the requirements of Section 3.2 have been satisfied. (b) Except as set forth in the sentence immediately preceding this proviso is effectedfollowing sentence, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion any Additional Obligations of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, an existing Class issued as adjusted pursuant to this Section 9(b), described above shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Obligations of such Class (unless such issuance is of additional Subordinated Notes that are required to prevent or convertedcure an EU/UK Retention Deficiency). In connection with an additional issuance, the Warrant Number, as adjusted by this Section 9(bCollateral Manager (or an Affiliate thereof) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account or the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, Retention Provider shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment right to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and acquire one or more Obligations of one or more Classes if the Collateral Manager determines such securities acquisition is advisable to comply with the U.S. Risk Retention Rules. (c) Upon the purchase of Additional Obligations, a purchaser shall be Additional Shares or other Equity Securities subject deemed to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors a Holder of the Companyrelevant Class of Obligations for all purposes under this Indenture.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time during the Market PriceReinvestment Period, the Warrant Number after such issuance shall be determined by multiplying Applicable Issuers may issue and sell Additional Notes of any one or more existing Classes and the Warrant Number by a fraction, Issuer may use the proceeds to acquire additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus and such issuance is directed or approved by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator terms of the Additional Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the price of such Additional Notes does not have to be identical to the price of the initial Notes of that Class and the interest rate of such Notes may be lower than the interest rate of the initial Notes); (iii) unless only additional Subordinated Notes are being issued, Additional Notes of all Classes must be issued and such issuance of Additional Notes must be proportional across all Classes; provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (iv) unless only additional Subordinated Notes are being issued, the S&P Rating Agency Condition shall have been satisfied with respect to any Secured Notes not constituting part of such additional issuance; (v) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall be treated as Principal Proceeds and used to acquire additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; (vi) written advice from Milbank LLP or Dechert LLP or an Opinion of Counsel from tax counsel shall be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) any additional Secured Notes will be debt 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 Chapter 63 of the Code; provided that the advice or opinion described in clause (A) will not be required with respect to any Additional Notes that bear a different CUSIP number (or equivalent identifier) from the Notes of shares the same Class that are Outstanding at the time of Common Stock on a Fully Diluted Basis immediately after such the additional issuance; provided, further that with respect to any Additional Notes that do not receive the issuance opinion described in clause (A) will be (x) Potential Equity Notes and (y) Issued in the form of Equity Securities that definitive, fully registered notes; (vii) the ratings of such Additional Notes are exercisable or convertible into Additional Shares at an exercise or conversion price less no lower than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion Initial Ratings of such Equity Securities; Classes; (viii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such additional issuance, (A) no Event of Default shall have occurred and providedbe continuing and (B)(x) all Coverage Tests are satisfied, further(y) the Collateral Quality Test is satisfied (or if the Collateral Quality Test is not satisfied at such time, is maintained or improved) and (z) each Concentration Limitation is satisfied (or if any Concentration Limitation is not satisfied at such time, is maintained or improved); (ix) with respect to any adjustment made additional Potential Equity Notes or Subordinated Notes, (A) the beneficial owner of such Notes is a United States Tax Person and (B) if such Subordinated Notes are not issued to and held by Depositor, Depositor will otherwise hold a Majority of the Subordinated Notes after giving effect to such additional issuance; (x) any additional Potential Equity Notes or Subordinated Notes are not sold to any Person if such sale would result in there being more than 98 Direct Tax Owners in the aggregate of the Potential Equity Notes and Subordinated Notes or would otherwise cause the Issuer to be treated as a publicly traded partnership as defined in Section 7704 of the Code, unless written advice of Dechert LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation; (xi) any additional Potential Equity Notes or Subordinated Notes (or any derivative interest therein) will not be sold, transferred, assigned, participated, pledged or otherwise disposed of on or through (A) an established securities market or (B) a secondary market (or the substantial equivalent thereof) within the meaning of Section 7704(b) of the Code (and the Treasury Regulations thereunder), unless written advice of Dechert LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation; (xii) any additional Secured Notes that are not fungible for U.S. federal income tax purposes with the outstanding Secured Notes of the same Class will be identified with separate CUSIP numbers; (xiii) the EU Retention Provider (or the Depositor, as its wholly-owned subsidiary and pursuant to this the terms of the EU Retention Letter) commits to acquire such additional Subordinated Notes as may be required to satisfy the EU Retained Amount following the additional issuance; (xiv) the U.S. Retention Provider commits to acquire such additional Subordinated Notes as may be required to satisfy the U.S. Risk Retention Rules following the additional issuance; and (xv) the requirements of Section 9(b3.2 have been satisfied. (b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase Except as set forth in the consideration payable to the Companyimmediately following sentence, or decrease in the number any Additional Notes of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, an existing Class issued as adjusted pursuant to this Section 9(b), described above shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class (unless such issuance is of additional Subordinated Notes that are required to prevent or convertedcure an EU Retention Deficiency). In connection with an additional issuance, the Warrant Number, as adjusted by this Section 9(bCollateral Manager (or an Affiliate thereof) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment right to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and acquire one or more Notes of one or more Classes if the Collateral Manager determines such securities acquisition is advisable to comply with the U.S. Risk Retention Rules. (c) Upon the purchase of Additional Notes, a purchaser shall be Additional Shares or other Equity Securities subject deemed to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors a Holder of the Companyrelevant Class of Notes for all purposes under this Indenture.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time during the Reinvestment Period (or, in the case of this Section 9an issuance of Subordinated Notes only, during or after the Reinvestment Period), which the Co-Issuers or the Issuer, as applicable, may issue and sell additional notes of any one or more existing Classes and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (except that the proceeds of an additional issuance of Subordinated Notes after the Reinvestment Period may not be used to purchase additional Collateral Obligations), provided that the following conditions are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus and such issuance is approved by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator terms of which shall the notes issued must be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class); (iii) unless only additional Subordinated Notes are being issued, additional notes of all Classes must be issued and such issuance of Equity Securities additional notes must be proportional across all Classes; provided that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after principal amount of Subordinated Notes issued in any such issuance may exceed the corresponding adjustment proportion otherwise applicable to the Warrant Number provided for in the sentence immediately preceding this proviso is effectedSubordinated Notes; (iv) unless only additional Subordinated Notes are being issued, the Warrant Number Rating Agency Condition shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, have been satisfied with respect to any adjustment made Rated Notes not constituting part of such additional issuance; (v) the proceeds of any additional notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to this the Priority of Payments; (vi) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee to the effect that (A) such issuance would not cause the Holders or beneficial owners of Secured Notes previously issued to be deemed to have sold or exchanged such Notes under Section 9(b1001 of the Code and (B) upon any additional Secured Notes (other than the issuance Class C Notes) will be debt for U.S. federal income tax purposes; (vii) the ratings of any Equity Securities which such additional notes are convertible or exchangeable for Additional Sharesno lower than the Initial Ratings of such Classes; (viii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such additional issuance, (iA) notwithstanding no Default or Event of Default shall have occurred and be continuing and (B) (x) all Coverage Tests are satisfied, (y) the foregoing provisoCollateral Quality Test is satisfied (or if the Collateral Quality Test is not satisfied at such time, is maintained or improved) and (z) each Concentration Limitation is satisfied (or if any Concentration Limitation is not satisfied at such time, is maintained or improved); (ix) with respect to any additional Class C Notes and Subordinated Notes, the beneficial owner of such Notes is a United States person; (x) any additional Class C Notes or Subordinated Notes will not be sold to any Person if such other Equity Securities by their terms provide, with the passage sale results in there being more than 100 beneficial owners of time or otherwise, for any increase Class C Notes and Subordinated Notes in the consideration payable aggregate or would otherwise cause the Issuer to be treated as a publicly traded partnership as defined in Section 7704 of the Company, Code; (xi) any additional Class C Notes or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and Subordinated Notes (ii) upon the expiration of any such other Equity Securities or any rights derivative interest therein) may not be sold on or through (A) an established securities market or (B) a secondary market (or the substantial equivalent thereof) within the meaning of conversion or exchange under any such other Equity SecuritiesSection 7704(b) of the Code (and the Treasury Regulations thereunder); and (xii) the requirements of Section 3.2 have been satisfied. (b) Any additional notes of an existing Class issued as described above will, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to Holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Notes of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant Class. (c) Notwithstanding anything to the immediately preceding provisocontrary contained herein, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time the Collateral Manager or its Affiliates may make capital contributions of cash to the Issuer, which shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Companyconstitute Principal Proceeds.

Additional Issuance. (A) If the Company at any time shall issue any Additional Shares (including, without limitation, shares of Common Stock issued upon the conversion of shares of Series B Preferred Stock) at a price less than the higher of (x) the Market Price per share of Common Stock and (y) the Base Purchase Price in effect immediately prior to the issuance of such Additional Shares (the higher of (x) and (y) being hereinafter referred to as the "Adjustment Price") or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 99 and excluding Equity Securities which are (x) options or convertible securities described in clause (iii) of the definition of Additional Shares or (y) shares of Series B Preferred Stock or (z) shares of Series A Preferred Stock), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Adjustment Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number in effect immediately prior to such issuance by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Adjustment Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined pursuant to the Valuation Procedure. (B) Notwithstanding anything to the contrary contained in good faith (A) above, in the event the Company issues more than an aggregate (taking into account all such issuances after the Closing Date) of $3,000,000 (determined by reference to the Market Price on the date of issuance of such Additional Shares or the Market Price of the Additional Shares into which such Equity Securities are convertible rather than the amount of consideration received by the Board Company in respect of Directors such issuance) of Additional Shares or Equity Securities, without consideration or for a consideration per share less than the Base Purchase Price in effect immediately prior to such issuance, the Warrant Number shall not be adjusted as provided in (A) above, but rather, the Warrant Number immediately prior to such issuance shall be adjusted upon the occurrence of each subsequent issuance below the Base Purchase Price in effect immediately prior to such issuance by multiplying the Warrant Number in effect immediately prior to such issuance by a fraction (x) the numerator of which is the number of shares of Common Stock issuable upon the conversion of a single share of Series A Preferred Stock immediately after such issuance (after giving effect to any "full ratchet" anti-dilution adjustments made pursuant to Section 4(c)(iv)(B) of the certificate of designation governing the Series A Preferred Stock, as in effect on the date hereof) and (y) the denominator of which is the number of shares of Common Stock issuable upon the conversion of a single share of Series A Preferred Stock immediately prior to such issuance and adjustment; provided, however, notwithstanding anything to the contrary contained in this clause (B), in the event the "Purchaser" (as defined in the Securities Purchase Agreement) shall have exercised the preemptive rights provided for in Section 8.11 of the Securities Purchase Agreement in connection with any such issuance below the then Base Purchase Price, the "full-ratchet" anti-dilution protection otherwise provided in this clause (B) shall not apply with respect to such issuance (i.e., the anti-dilution protection provided for in Section 9(b)(A) shall apply to such issuance and the Market Price of the securities issued in such issuance shall not count toward the $3,000,000 threshold described above). (C) With respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights or conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the preceding proviso, shall have the effect of decreasing the Warrant Number (or decreasing the Exercise Price or the Base Purchase Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price and Base Purchase Price) after the date of the initial adjustment).

Additional Issuance. If (a) The Additional Closing Date with respect to the Company at any time Additional Note Issuance shall be the date hereof. On such Additional Closing Date, subject to the satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue any and sell to each Buyer, and each Buyer severally agrees to purchase from Infinity, (I) Additional Shares at a price less than Notes in the Market Price or any other Equity Securities principal amount set forth opposite such Buyer’s name on the Additional Schedule of Buyers, along with (excluding any such issuance for which II) the related Additional 115% Warrants with respect to the number of Additional Warrant Shares purchasable hereunder shall have been adjusted pursuant equal to subsection the quotient (arounded to the nearest whole number, with 0.5 rounded up) of this Section 9)(A) 28% of the original principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, divided by (B) the Warrant Number after such issuance shall be determined by multiplying Exercise Price (as defined in the Warrant Number by a fractionAdditional 115% Warrants) on the Additional Closing Date, and (iIII) the denominator of which shall be related Additional 140% Warrants with respect to the number of shares Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of Common Stock (X) 27% of the original principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in the Additional 140% Warrants) on a Fully Diluted Basis immediately prior to the Additional Closing Date (the “First Additional Closing”). Infinity hereby acknowledges and agrees that such issuance plus purchase by each of the number of shares that the aggregate consideration to be received by the Company for the total number Buyers of such Additional Shares issued or issuable Notes and related Additional Warrants shall satisfy in full any obligations of such Buyers under the Securities Purchase Agreement and the other Transaction Documents with respect to the Additional Sale Election Notice. (b) For purposes of Section 4(h) of the Securities Purchase Agreement in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which First Additional Closing, each Buyer’s Reimbursement Allocation Percentage shall be as set forth on the number Additional Schedule of shares Buyers, rather than the Schedule of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect Buyers attached to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than Purchase Agreement. (c) Concurrently with the Market Price execution hereof, Infinity-Delaware is executing and after the corresponding adjustment delivering to the Warrant Number provided for Agent and the Buyers a Joinder in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion form of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable Exhibit A attached to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanySecurity Agreement.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time during the Reinvestment Period (or, in the case of this Section 9a Risk Retention Issuance or an issuance solely of additional Subordinated Notes and/or Junior Mezzanine Notes, at any time), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, Issuer may issue and sell (i) additional Debt of each Class other than the denominator of which shall be the number of shares of Common Stock Class X Notes (on a Fully Diluted Basis immediately prior pro rata basis with respect to such issuance plus each Class of Debt or, if additional Class A Debt is not being issued, on a pro rata basis for all Classes that are subordinate to the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity SecuritiesClass A Debt) would purchase at the Market Price and and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new classes of Debt that are fully subordinated to the numerator existing Secured Debt (or to the most junior class of which shall be securities of the number Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of shares securities issued pursuant to this Indenture other than the Secured Debt and the Subordinated Notes is then Outstanding) (such additional notes described in clause (ii), the “Junior Mezzanine Notes”); provided that the following conditions are met: (i) (A) each of Common Stock on the Collateral Manager and the Retention Holder consents to such issuance, (B) such issuance is approved by a Fully Diluted Basis immediately after Majority of the Subordinated Notes and (C) a Majority of the Class A-1 Notes consents to such issuance; provided, provided that no consent pursuant to clause (A) or (B) shall be required with respect to the ofto any additional issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso if (x) such additional issuance is effected, in the Warrant Number shall not be successively adjusted sole discretion of the Collateral Manager, in order to permit the Collateral Manager or the sponsor of the Issuer under this Section 9(bthe Risk Retention Rules to comply with the Risk Retention Rules and (y) upon such additional debt is held by the exercise sponsor of the Issuer or conversion of such Equity Securities; and providedsponsor’s majority-owned affiliate (as each such term is defined in the U.S. Risk Retention Rules) (such issuance, furthera “Risk Retention Issuance”) (b) Unless such additional issuance is a Risk Retention Issuance, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance additional DebtNotes of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, Class issued as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securitiesdescribed above will, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to Holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Debt of such Equity Securities Class. (d) Additional Debt in the form of Class A-L LoanLoans will be incurred under the Class A-L Loan Agreement and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made not issued under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyIndenture.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time during the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fractionReinvestment Period (or, (i) in the denominator case of which shall be an issuance of Subordinated Notes or Additional Junior Securities, after the number Reinvestment Period) or (ii) or, in the case of shares a Risk Retention Issuance only, during or after the Reinvestment Period), the Issuer may (x) issue and sell additional securities of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number any one or more new classes of shares that the aggregate consideration to be received by the Company for the total number Additional Junior Securities and/or (y) issue and sell additional securities of such Additional Shares issued any one or issuable more existing Classes (as applicable, in accordance with this Section 2.13); provided that, other than in connection with a Risk Retention Issuance, the conversion or exercise of such other Equity Securities following conditions are met: (including the issue price of any such other Equity Securitiesi) would purchase at the Market Price and (iiA) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after Collateral Manager consents to such issuance; provided, that with respect (B) such issuance is consented to by a Majority of the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number Subordinated Notes; provided for in the sentence immediately preceding this proviso is effectedthat, the Warrant Number consent specified in this subclause (B) shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, required with respect to any adjustment made additional issuance if such additional issuance is effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager to comply with the Securitization Laws or the U.S. Risk Retention Rules; (C) the reasonable fees, costs, charges and expenses incurred in connection with such additional issuance have been paid or will be adequately provided for from (1) the additional issuance and (2) any amounts on deposit in, or reasonably expected to be deposited into, the Expense Reserve Account or the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such additional issuance (except for expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses payable in accordance with the Priority of Payments); and (D) such issuance is consented to by a Majority of the Class A-1 Notes; provided that, the consent specified in clause (D) above shall not be required with respect to any additional issuance that (1) is solely an additional issuance of Additional Junior Securities and/or Subordinated Notes or (2) (x) is effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager to comply with the Securitization Laws or the U.S. Risk Retention Rules and (y) is not an additional issuance of Class A-1 Notes that, once issued and when aggregated with all prior additional issuances of Class A-1 Notes, shall exceed 6% of the Aggregate Outstanding Amount of the Class A-1 Notes on the Closing Date; (ii) in the case of additional securities of any one or more existing Classes (other than the Subordinated Notes), the aggregate principal amount of Secured Notes of such Class issued in all additional issuances with respect to such Class may not exceed 100% of the Aggregate Outstanding Amount of the Secured Notes of such Class on the Closing Date; (iii) in the case of additional securities of any one or more existing Classes, the terms of the securities issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class); (iv) in the case of additional securities of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional securities of all Junior Classes and Pari Passu Classes (relative to the most senior Class of Notes in the Note Payment Sequence being issued) must be issued and such issuance of additional securities must be proportional across all Classes; provided that, the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (v) in the case of additional securities of any one or more existing Classes, unless only additional Subordinated Notes are being issued, the Global Rating Agency Condition has been satisfied; provided that, in the case of an additional issuance of Additional Junior Securities, each Rating Agency shall be notified of such issuance; (vi) (A) the proceeds of any additional securities (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and such proceeds shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations (during the Reinvestment Period), to invest in Eligible Investments or to apply pursuant to this Section 9(bthe Priority of Payments; and (B) upon the net proceeds from the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Junior Securities or any rights of conversion or exchange under any such other Equity Securitiesadditional Subordinated Notes in each case, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount (if any) required to cause the condition set forth in clause vii) below to be satisfied (such excess Subordinated Notes and Additional Junior Securities, as determined by the Collateral Manager, “Excess Additional Junior Notes”), may be deposited into the Supplemental Reserve Account at the direction of the adjustment initially made Collateral Manager and applied for any Permitted Use; (vii) in the case of an issuance of additional Secured Notes, after giving effect to such issuance, the Overcollateralization Ratio applicable to the most junior Class of Secured Notes issued on the Last Closing Event shall be not lower than the Overcollateralization Ratio with respect to such Class of Notes as of the Last Closing Event; provided that, for purposes of this clause, clause (i) of the definition of “Overcollateralization Ratio” shall be deemed to refer to the Target Initial Par Amount as of such date; (viii) Tax Advice will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes, Class B Notes or Class C Notes will be treated as debt for U.S. federal income tax purposes; provided that the Tax Advice described in this Section 2.13(a)(viii)(A) will not be required with respect to any additional Notes that bear a different CUSIP number (or equivalent identifier) from the Notes of the same Class that are Outstanding at the time of the additional issuance, and (B) such additional issuance will not cause the Issuer to be subject to U.S. federal income tax with respect to its net income; (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such other Equity Securities additional securities under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied; and (calculated by adjusting x) the amount of such readjustment additional securities will be issued in a manner that allows the Issuer to account for all adjustments made accurately provide the tax information relating to the Warrant Number (and Exercise Price) after the date original issue discount of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Companyadditional Notes.

Additional Issuance. If Prior to the Closing Date, each of the Company at any time and Stonepeak shall issue any be permitted to designate additional Persons (each, an “Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number Investor”) to acquire additional shares of Warrant Shares purchasable hereunder shall have been adjusted Preferred Stock and Warrants pursuant to subsection (a) of and on the terms set forth in this Section 9)Agreement; provided, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Pricehowever, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, that (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at designation by Stonepeak must be reasonably acceptable to the Market Price and Company, (ii) the numerator of exercise price (which shall not be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price exercise price of the Series A Warrants and after the corresponding adjustment Series B Warrants, respectively) for the Warrants of such Additional Investor may be adjusted to the Warrant Number provided for take into consideration changes in market conditions and in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess trading price per share of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) Common Stock after the date of this Agreement and prior to the initial adjustmentClosing Date, in which case such Warrants shall be issued as a new series of warrants, (iii) such additional shares of Preferred Stock and Warrants shall be in an aggregate number for all Additional Investors of up to 700,000 shares of Preferred Stock (as a result of which the aggregate shares of Preferred Stock being issued under this Agreement, including under the Joinder Agreement, is up to 1,200,000 shares of Preferred Stock) and, per share of Preferred Stock, a corresponding Warrant with respect to a number of Warrant Shares, and (iv) such additional shares of Preferred Stocks and Warrants per Additional Investor shall be at the ratio set forth in the first sentence of Section 2.02(a). Shares Upon the first such designation by Stonepeak in accordance with the provisions of Common Stock owned by or held for this Section 5.07, Stonepeak will form a single purpose entity (the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue “Additional Investor Vehicle”) (or, if Stonepeak deems necessary, two or more securities as single purpose entities) through which each such Additional Investor will acquire and hold its Preferred Stock and Warrants, which Additional Investor Vehicle will (a) enter into a unit joinder agreement with the Company (the “Joinder Agreement”) pursuant to which the Company will issue to such Additional Investor Vehicle the Preferred Stock and one or more Warrants specified above and (b) have tracking features in respect of each such securities Additional Investor and such Additional Investor’s Preferred Stock and Warrants. The Joinder Agreement shall be amended as necessary to include additional shares of Preferred Stock and Warrants as Additional Shares or other Equity Securities Investors are designated in accordance with the provisions of this Section 5.07. Upon execution of the Joinder Agreement in accordance with the provisions of this Section 5.07, the Additional Investor Vehicle shall be deemed to be a “Purchaser” under this Agreement and shall be entitled to all of the privileges and rights and subject to this subsection (b)all of the limitations, covenants and other agreements set forth herein, and, upon execution and amendment of the consideration allocated to each such security Joinder Agreement, Schedule A shall be determined deemed to have been amended to reflect the number of Purchased Shares, Warrant Shares (some or all of which may be in good faith by new series to the Board of Directors of extent the Company.exercise price is adjusted) and associated Funding Obligation for the Additional Investors. Article VI INDEMNIFICATION, COSTS AND EXPENSES

Additional Issuance. If the full payment and discharge of the Company at PIK Loans has not occurred on or prior to September 30, 2013, an additional number of Company Shares (the “Additional Shares”) will be issued on a pro rata basis to the New Shareholders who received Company Shares on the Closing Date (or upon written notice from any time shall issue any such New Shareholder to the Company specifying transferees or assigns of New Shares of such New Shareholder permitted pursuant to the terms of this Agreement, to such permitted transferees or assigns) thereby bringing the total equity held by New Shareholders to 44% of the Outstanding Company Shares (subject to dilution, pro rata with all other outstanding shares, by issuance of the Management Shares); provided that the total amount of the Additional Shares at issued shall be reduced to the extent necessary, in the reasonable opinion of outside tax counsel to the Company, in order to prevent an “ownership change” within the meaning of Section 382(g) of the Code, with respect to Worldwide, prior to the consummation of a price less than sale, merger, amalgamation or IPO Transaction (an “Ownership Change”). To the Market Price or any other Equity Securities (excluding any such issuance for which extent the number full amount of Warrant the Additional Shares purchasable hereunder shall have been adjusted are not issued pursuant to subsection (a) of this Section 9)the preceding sentence, which are exercisable or convertible for the New Shareholders will be issued such Additional Shares at an exercise or conversion price less than that have not yet been issued upon the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, earlier of (ix) the denominator first date on which such shares can be issued without causing an Ownership Change or (y) the consummation of which shall be a sale, merger, amalgamation or IPO Transaction; provided that, if the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; providedwould, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion reasonable opinion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable outside tax counsel to the Company, or decrease in the number of cause an Ownership Change, then such Additional Shares issuableshall not be issued, upon and provided further that, if all of the exercise Additional Shares have not been issued at the consummation of a sale, merger, amalgamation or conversion thereofIPO Transaction, the Warrant NumberNew Shareholders will receive, as adjusted pursuant to this Section 9(b)at the time of such consummation, shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, an amount equal to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon fair market value of such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually that have not been issued upon at the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance time of such Equity Securities and consummation of a sale, merger, amalgamation or IPO Transaction. Until such conversion time as all of the Additional Shares are issued or exercise; providedpayment with respect to such shares that cannot be issued is made, further, however, that no readjustment in each case pursuant to the immediately preceding provisosentence, the Company shall have use its best reasonable efforts to prevent any “owner shift” or “equity structure shift” within the effect meaning of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)382(g) by an amount in excess of the amount of the adjustment initially made in Code with respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after Company. In the date of event that the initial adjustment). Shares of Common Stock owned by Majority Shareholder takes any action, directly or held for indirectly, to cause an Ownership Change, the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall will be determined in good faith by the Board of Directors of the Companypromptly issued.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time, the Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell Additional Debt of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less each Class (on a pro rata basis with respect to each Class of Debt (other than the Market PriceSubordinated Notes)) (or, if additional Class A Notes are not being issued, on a pro rata basis for all Classes of Secured Debt that are subordinate to the Warrant Number after such issuance shall be determined by multiplying Class A Notes) and/or Additional Junior Debt and use the Warrant Number by a fractionnet proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the following conditions are met: (i) the denominator of which shall be Collateral Manager and the number of shares of Common Stock on a Fully Diluted Basis immediately prior Retention Holder each consent to such issuance plus the number of shares that issuance; (ii) unless only Additional Junior Debt and/or additional Subordinated Notes are being issued, the aggregate consideration to be received by principal amount of additional Secured Debt of any Class issued in all additional issuances shall not exceed 100% of the Company for respective original outstanding principal amount of the total number Secured Debt of such Class; (iii) unless only Additional Shares issued or issuable Junior Debt and/or additional Subordinated Notes are being issued, prior written notice has been provided to the Rating Agency; (iv) the proceeds of any Additional Debt (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the conversion or exercise Priority of such other Equity Securities Payments or, solely in the case of Additional Junior Debt Proceeds and/or proceeds of additional Subordinated Notes, to be deposited in the Supplemental Reserve Account; (including the issue price of any such other Equity Securities) would purchase at the Market Price and (iiv) the numerator Overcollateralization Ratio with respect to each Class of which Secured Debt shall not be the number of shares of Common Stock on a Fully Diluted Basis immediately reduced after giving effect to such issuance; (vi) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that any additional Class A Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, however, that with respect to the issuance opinion of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for tax counsel described in the sentence immediately preceding this proviso is effected, the Warrant Number shall clause will not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, required with respect to any adjustment made pursuant to this Section 9(b) upon additional Secured Debt that bear a different securities identifier from the issuance Secured Debt of any Equity Securities which the same Class that are convertible or exchangeable for Additional Shares, (i) notwithstanding Outstanding at the foregoing proviso, if such other Equity Securities by their terms provide, with time of the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exerciseadditional issuance; provided, further, howeverthat any Debt issued without an opinion of tax counsel described above shall be Transfer-Restricted Debt; (vii) such issuance is accomplished in a manner that allows the Issuer to accurately provide the tax information relating to original issue discount required under this Indenture to be provided to the holders of Debt (including the Additional Debt); (viii) in the case of additional Debt of any one or more existing Classes, the terms of the Debt issued must be identical to the respective terms of previously issued Debt of the applicable Class (except that the interest due on additional Secured Debt will accrue from the issue date of such additional Debt and the interest rate and price of such Debt do not have to be identical to those of the initial Debt of that Class; provided, that no readjustment pursuant the spread over the Benchmark and/or fixed interest rate of any such additional Secured Debt will not be greater than the spread over the Benchmark and/or fixed interest rate on the applicable Class of Secured Debt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing under this Indenture; (ix) if Additional Junior Debt and/or additional Subordinated Notes are being issued, such Debt will not cause the Issuer to be treated for U.S. federal income tax purposes as a publicly traded partnership taxable as a corporation; and (x) an Officer’s certificate of the Issuer shall be delivered to the immediately preceding provisoTrustee stating that the conditions of this Section 2.13(a) have been satisfied. (b) Interest on the Additional Debt (other than additional Subordinated Notes) shall be payable commencing on the first Payment Date following the issue date of such Additional Debt (if issued prior to the applicable Record Date). The Additional Debt shall rank pari passu in all respects with the initial Debt of that Class. The Issuer may also issue Additional Debt in accordance with a Refinancing, which issuance shall not be subject to the conditions set forth in Section 2.13(a) and 2.13(b) but which issuance shall be subject to the conditions and procedures set forth in Section 9.2. The Collateral Manager or an Affiliate of the Collateral Manager shall have the effect right to acquire any Debt issued to the extent it deems such acquisition advisable for compliance with the U.S. Risk Retention Rules, and no consent of decreasing any Person to such additional issuance shall be required. (c) Subject to Section 2.13(b) above, any Additional Debt of each Class issued pursuant to this Section 2.13 shall, to the Warrant Number extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Debt of such Class. (or increasing d) At any time the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess Holders of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made Subordinated Notes may make additional capital contributions to the Warrant Number (and Exercise Price) after the date of the initial adjustmentIssuer in accordance with Section 11.1(e). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time within the Reinvestment Period (or, in the case of this Section 9an issuance solely of additional Subordinated Notes or Junior Mezzanine Notes, at any time), which the Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue (i) Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes that is subordinate to the Class A-1 Notes, except, that a larger proportion of Subordinated Notes may be issued) and/or (ii) additional Subordinated Notes and/or additional notes of any one or more new classes of notes that are exercisable fully subordinated to the existing Secured Notes (or convertible for Additional Shares at an exercise or conversion price less to the most junior class of securities of the Issuer (other than the Market PriceSubordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Warrant Number after Secured Notes and the Subordinated Notes is then outstanding) (such issuance shall be determined by multiplying additional notes, "Junior Mezzanine Notes") and use the Warrant Number by a fraction, proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (including Permitted Uses); provided that the following conditions are met: (i) the denominator of which shall be Collateral Manager and the number of shares of Common Stock on a Fully Diluted Basis immediately prior U.S. Retention Provider each consent to such issuance plus and such issuance is consented to by a Supermajority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator aggregate principal amount of which Additional Notes of any Class issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Notes of such Class; (iii) the terms of the Notes issued must be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and that the interest rate and prices of such Notes may be lower (but not higher) than those of the initial Notes of that Class) and such additional issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(bconsidered a Refinancing hereunder; (iv) upon unless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, the exercise or conversion Global Rating Agency Condition shall have been satisfied; (v) the net proceeds of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase additional Subordinated Notes shall be deposited in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease Supplemental Reserve Account and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price employed in connection with any corresponding adjustment made under Section 9(k)Permitted Use; provided that this subclause (v) by an amount shall only apply if such additional Subordinated Notes are the only Notes included in such additional issuance; (vi) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or, solely in the case of (x) additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to each Class of Notes that are subordinate to the adjustment initially made Class A-1 Notes and (y) Junior Mezzanine Notes other than additional Subordinated Notes, as another Permitted Use; (vii) to the extent such issuance would be of additional Secured Notes (other than in respect connection with a Risk Retention Issuance), the prior written consent of a Majority of the issuance Controlling Class has been obtained; (viii) the Overcollateralization Ratio with respect to each Class of Notes shall not be reduced after giving effect to such other Equity Securities issuance; (calculated by adjusting ix) written advice from Dechert LLP or Cadwalader, Wickersham & Taft LLP or an opinion of tax counsel of nationally recognized standing in the amount of United States experienced in such readjustment to account for all adjustments made matters will be delivered to the Warrant Number Issuer (with a copy to the Trustee), in form and Exercise Pricesubstance satisfactory to the Collateral Manager, to the effect that (A) after any additional Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes will be characterized as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not cause the date Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any additional Secured Notes that bear a different CUSIP number (or equivalent identifier) from the Secured Notes of the same Class that are outstanding at the time of the additional issuance; (x) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Notes (including the Additional Notes); and (xi) an Officer's certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.13(a) have been satisfied. (b) The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.13 shall be identical to those of the initial adjustmentNotes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) than those of the initial Notes of that Class). Shares Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of Common Stock owned by or held for such Additional Notes (if issued prior to the account applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) Except with respect to a Risk Retention Issuance, any Additional Notes of each Class issued pursuant to this Section 2.13 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class. (d) In addition, Additional Notes may be issued in connection with any Refinancing of the Company or Secured Notes in whole without regard to the restrictions in this Section 2.13. (e) For the avoidance of doubt, at any subsidiary time the Holders of the Subordinated Notes may make additional capital contributions to the Issuer. (f) The issuance of the Notes on such date the Refinancing Date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to the restrictions in this subsection (b), Section 2.13 or the consideration allocated conditions set forth in Section 3.2 and each holder of Notes by its acquisition thereof consents to each such security shall be determined in good faith by issuance on the Board of Directors of Refinancing Date and to the CompanyPermitted Mergers.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time, the Issuers or the Issuer, as applicable, may issue and sell Junior Mezzanine Notes and/or additional Subordinated Notes and use the proceeds (net of expenses for the additional issuance) as permitted under this Indenture, provided that the following conditions are met: (i) prior to execution of the supplemental indenture providing for such issuance, such issuance is consented to by (A) the Collateral Manager and (B) unless such issuance is a Risk Retention Issuance, a Majority of the Subordinated Notes; (ii) in the case of additional Subordinated Notes, the aggregate principal amount of Subordinated Notes issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Subordinated Notes on the Closing Date; (iii) in the case of additional Subordinated Notes, the terms of the notes issued must be identical to the respective terms of previously issued Subordinated Notes and such additional issuance shall not be considered a Refinancing hereunder; (iv) the Issuer has notified the Rating Agency of such issuance prior to the issuance date; (v) [Reserved]; (vi) [Reserved]; (vii) no Event of Default has occurred and is continuing; and (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof. (b) Any additional Junior Mezzanine Notes may be offered at prices that differ from the applicable initial offering price. (c) The requirements of this Section 9), which are exercisable or convertible for 2.13 (Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance Issuance) shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior not apply to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares Debt issued or issuable incurred, as applicable, in connection with the conversion a Refinancing or exercise of such other Equity Securities a Re‑Pricing (including the issue price of any such other Equity SecuritiesRe-Pricing Replacement Debt). (d) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provideThe Collateral Manager may, with the passage consent of time a Majority of the Subordinated Notes, designate the net proceeds of Junior Mezzanine Notes or otherwise, additional Subordinated Notes for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyPermitted Use.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time during the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fractionReinvestment Period (or, (i) in the denominator case of which shall be an issuance of Subordinated Notes or Additional Junior Securities, after the number Reinvestment Period) or (ii) or, in the case of shares a Risk Retention Issuance only, during or after the Reinvestment Period), the Issuer may (x) issue and sell additional securities of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number any one or more new classes of shares that the aggregate consideration to be received by the Company for the total number Additional Junior Securities and/or (y) issue and sell additional securities of such Additional Shares issued any one or issuable more existing Classes (as applicable, in accordance with this Section 2.13); provided that, other than in connection with a Risk Retention Issuance, the conversion or exercise of such other Equity Securities following conditions are met: (including the issue price of any such other Equity Securitiesi) would purchase at the Market Price and (iiA) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after Collateral Manager consents to such issuance; provided, that with respect (B) such issuance is consented to by a Majority of the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number Subordinated Notes; provided for in the sentence immediately preceding this proviso is effectedthat, the Warrant Number consent specified in this subclause (B) shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, required with respect to any adjustment made additional issuance if such additional issuance is effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager to comply with the Securitization Laws or the U.S. Risk Retention Rules; (C) the reasonable fees, costs, charges and expenses incurred in connection with such additional issuance have been paid or will be adequately provided for from (1) the additional issuance and (2) any amounts on deposit in, or reasonably expected to be deposited into, the Expense Reserve Account or the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such additional issuance (except for expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses payable in accordance with the Priority of Payments); and (D) such issuance is consented to by a Majority of the Class A-1 Notes; provided that, the consent specified in clause (D) above shall not be required with respect to any additional issuance that (1) is solely an additional issuance of Additional Junior Securities and/or Subordinated Notes or (2) (x) is effected, in the sole discretion of the Collateral Manager, in order to permit the Collateral Manager to comply with the Securitization Laws or the U.S. Risk Retention Rules and (y) is not an additional issuance of Class A-1 Notes that, once issued and when aggregated with all prior additional issuances of Class A-1 Notes, shall exceed 6% of the Aggregate Outstanding Amount of the Class A-1 Notes on the Closing Date; (ii) in the case of additional securities of any one or more existing Classes (other than the Subordinated Notes), the aggregate principal amount of Secured Notes of such Class issued in all additional issuances with respect to such Class may not exceed 100% of the Aggregate Outstanding Amount of the Secured Notes of such Class on the Closing Date; (iii) in the case of additional securities of any one or more existing Classes, the terms of the securities issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class); (iv) in the case of additional securities of any one or more existing Classes, unless only additional Subordinated Notes are being issued, additional securities of all Junior Classes and Pari Passu Classes (relative to the most senior Class of Notes in the Note Payment Sequence being issued) must be issued and such issuance of additional securities must be proportional across all Classes; provided that, the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (v) in the case of additional securities of any one or more existing Classes, unless only additional Subordinated Notes are being issued, the Global Rating Agency Condition has been satisfied; provided that, in the case of an additional issuance of Additional Junior Securities, each Rating Agency shall be notified of such issuance; (vi) (A) the proceeds of any additional securities (net of fees and expenses incurred in connection with such issuance) shall not be treated as Refinancing Proceeds and such proceeds shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations (during the Reinvestment Period), to invest in Eligible Investments or to apply pursuant to this Section 9(bthe Priority of Payments; and (B) upon the net proceeds from the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Junior Securities or any rights of conversion or exchange under any such other Equity Securitiesadditional Subordinated Notes in each case, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount (if any) required to cause the condition set forth in clause vii) below to be satisfied (such excess Subordinated Notes and Additional Junior Securities, as determined by the Collateral Manager, “Excess Additional Junior Notes”), may be deposited into the Supplemental Reserve Account at the direction of the adjustment initially made Collateral Manager and applied for any Permitted Use; (vii) in the case of an issuance of additional Secured Notes, after giving effect to such issuance, the Overcollateralization Ratio applicable to the most junior Class of Secured Notes issued on the Last Closing Event shall be not lower than the Overcollateralization Ratio with respect to such Class of Notes as of the Last Closing Event; provided that, for purposes of this clause, clause (i) of the definition of “Overcollateralization Ratio” shall be deemed to refer to the Target Initial Par Amount as of such date; (viii) Tax Advice will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes, Class B Notes or Class C Notes will be treated as debt for U.S. federal income tax purposes; provided that the Tax Advice described in this Section 2.13(a)(viii)(A) will not be required with respect to any additional Notes that bear a different CUSIP number (or equivalent identifier) from the Notes of the same Class that are Outstanding at the time of the additional issuance, and (B) such additional issuance will not cause the Issuer to be subject to U.S. federal income tax with respect to its net income; (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee certifying that all conditions precedent applicable to the issuance of such additional securities under this Indenture, including those requirements set forth in this Section 2.13(a), have been satisfied; and (x) the additional securities will be issued in a manner that allows the Issuer to accurately provide the tax information relating to original issue discount of the additional Notes. (b) Except with respect to any additional Notes issued in connection with an Optional Redemption by Refinancing in whole, any additional securities of an existing Class issued as described above will, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class. Any Additional Junior Securities issued as described above will, to the extent reasonably practicable, be offered first to Holders of Subordinated Notes in the same proportions as their holdings of the Subordinated Notes. (c) Upon satisfaction of the foregoing conditions and the applicable conditions set forth in Article VIII, the Issuer may execute a supplemental indenture pursuant to Section 8.1(xii) herein to reflect the terms of such additional issuance, including, for the avoidance of doubt, any amendments that are necessary or helpful in order to maintain a rating on any existing Class of Secured Notes or to obtain a rating on or successfully place or sell any Additional Junior Securities; provided that, the Issuer may also issue additional notes in connection with a Refinancing, which issuance will not be subject to Section 2.13(a) but will be subject only to Section 9.2. (d) Notwithstanding anything in this Section 2.13 to the contrary, at the written direction of a Majority of the Subordinated Notes (with the consent of the Collateral Manager) delivered to the Issuer (with a copy to the Trustee), in lieu of the Holders of the Subordinated Notes receiving an Additional Issuance Payment in respect of the issuance of any Additional Junior Securities, a Majority of the Subordinated Notes may direct that the obligation of the Holder(s) of the applicable Additional Junior Securities to fund their pro rata portion of the applicable purchase price thereof shall be offset by application of any monies to be received by the Holders of the Subordinated Notes on the applicable issuance date as an Additional Issuance Payment without the exchange of funds (an “Offset Funding”). In the event an Offset Funding occurs, any obligation of the Holder(s) of the applicable Additional Junior Securities to fund their purchase price thereof and any obligation of the Issuer to make an Additional Issuance Payment shall be deemed satisfied. To the extent an Offset Funding and/or Additional Issuance Payment is to be designated in connection with an additional issuance of Excess Additional Junior Notes, the proceeds of any such issuance shall be first deposited into the Supplemental Reserve Account until such other Equity Securities designation or payment is made in accordance with this Indenture. Each Holder (calculated or beneficial owner) of Subordinated Notes shall cooperate with the Issuer (or the Trustee on its behalf) to effect an Offset Funding or an Additional Issuance Payment, including by adjusting providing any necessary instructions to DTC. The Trustee shall be entitled to receive and rely upon instructions of the amount Issuer (or the Collateral Manager on its behalf) in connection with effecting an Offset Funding or Additional Issuance Payment, including in respect of such readjustment any determination of the purchase price in respect of any Excess Additional Junior Notes. (e) In the sole discretion of the Collateral Manager, in order to account for all adjustments made permit the Collateral Manager or the U.S. Retention Holder to comply with the U.S. Risk Retention Rules, the Collateral Manager may, with notice to the Warrant Number (and Exercise Price) after Rating Agencies, direct the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date Issuer to issue additional Notes, which shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection the conditions above (bsuch an issuance, a “Risk Retention Issuance”), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time within the Market PriceReinvestment Period, the Warrant Number after such issuance shall be determined by multiplying Issuer may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes or, if additional Class A Notes are not being issued, on a pro rata basis for all Classes that are subordinate to the Warrant Number by a fraction, Class A Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture (including Permitted Uses); provided that the following conditions are met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and issuance; (ii) the numerator aggregate principal amount of which Additional Notes of any Class issued in all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Notes of such Class; (iii) the terms of the Notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Notes will accrue from the issue date of such additional Notes and that the interest rate and prices of such may be lower (but not higher) than those of the initial Notes of that Class) and such additional issuance shall not be considered a Refinancing hereunder; (iv) the Global Rating Agency Condition shall have been satisfied; (v) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds, used to purchase additional Collateral Obligations or as another Permitted Use; (1) to the number extent such issuance would be of shares additional Notes (other than the Class A Notes), the prior written consent of Common Stock on a Fully Diluted Basis immediately after Majority of the Class A Notes shall have been obtained and (2) to the extent such issuance; providedissuance would be of additional Class A Notes, that the prior written consent of a Supermajority of the Class A Notes shall have been obtained; (vii) the Overcollateralization Ratio with respect to the issuance each Class of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number Notes shall not be successively adjusted under this Section 9(breduced after giving effect to such issuance; (viii) upon an opinion of tax counsel of nationally recognized standing in the exercise or conversion of United States experienced in such Equity Securities; matters shall be delivered to the Trustee, in form and providedsubstance satisfactory to the Collateral Manager, further, to the effect that (A) such issuance would not (1) result in the Issuer becoming subject to United States federal income taxation with respect to its net income or (2) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the Holders of any adjustment made Class of Notes Outstanding at the time of issuance, as described in the Offering Circular under the heading “U.S. Federal Income Tax Considerations,” (B) such additional issuance shall not result in the Holders or beneficial owners of Notes previously issued to be deemed to have sold or exchanged such Notes under Section 1001 of the Code and (C) any Additional Notes would have the same U.S. federal income tax characterization as any outstanding Notes that are pari passu with such Additional Notes; (ix) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Notes (including the Additional Notes); and (x) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.13(a) have been satisfied. (b) The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 9(b2.13 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Notes shall accrue from the issue date of such Additional Notes and the interest rate and price of such Additional Notes may be lower (but not higher) upon than those of the issuance initial Notes of any Equity Securities which that Class). Interest on the Additional Notes that are convertible or exchangeable for Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Shares, Notes (i) notwithstanding if issued prior to the foregoing proviso, if such other Equity Securities by their terms provide, applicable Record Date). The Additional Notes shall rank pari passu in all respects with the passage initial Notes of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number that Class. (c) Any Additional Notes of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted each Class issued pursuant to this Section 9(b), 2.13 shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to Holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Notes of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant Class. (d) The members of the Issuer may make additional capital contributions to the immediately preceding provisoIssuer, shall have the effect of decreasing the Warrant Number so long as (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Priceextent any Class A Notes remain outstanding) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyContribution Conditions have been satisfied.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time during the Reinvestment Period (or, in the case of this Section 9an issuance of Subordinated Notes only, during or after the Reinvestment Period), which the Applicable Issuers may issue and sell Additional NotesObligations of any one or more existing Classes and the Issuer may use the proceeds to acquire additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, met: (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior Collateral Manager consents to such issuance plus and such issuance is directed or approved by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Subordinated Notes; (ii) the numerator terms of the Additional NotesObligations issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional Secured NotesDebt will accrue from the issue date of such additional Secured NotesDebt and the price of such Additional NotesObligations does not have to be identical to the price of the initial Notes of that Class and the interest rate of such Notes may be lower than the interest rate of the initial Notes); (iii) unless only additional Subordinated Notes are being issued, Additional NotesObligations of all Classes must be issued and such issuance of Additional NotesObligations must be proportional across all Classes; provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (iv) unless only additional Subordinated Notes are being issued, the S&P Rating Agency Condition shall have been satisfied with respect to any Secured NotesDebt not constituting part of such additional issuance; (v) the proceeds of any Additional NotesObligations (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall be treated as Principal Proceeds and used to acquire additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; (vi) written advice from Milbank LLP or Dechert LLP or an Opinion of Counsel from tax counsel shall be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) any additional Secured NotesDebt will be debt forhave the same U.S. federal income tax purposescharacterization as debt (and at the same comfort level) as Secured Debt of the same Class 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 Chapter 63 of the Code; provided that the advice or opinion described in clause (A) will not be required with respect to any Additional NotesObligations that bear a different CUSIP number (or equivalent identifier) from the Notes of shares the same Class that are Outstanding at the time of Common Stock on a Fully Diluted Basis immediately after such the additional issuance; provided, further that with respect if any Additional NotesObligations that constitute Secured Debt do not receive the opinion described in clause (A) an opinion to the issuance effect that such Class of Equity Securities Secured Debt will be debt for U.S. federal income tax purposes, such Additional Obligations that are exercisable or convertible into Secured Debt will be (x) Potential Equity Notes and (y) Issued in the form of definitive, fully registered notesNotes; (vii) the ratings of such Additional Shares at an exercise or conversion price less NotesObligations are no lower than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion Initial Ratings of such Equity Securities; Classes; (viii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such additional issuance, (A) no Event of Default shall have occurred and providedbe continuing and (B)(x) all Coverage Tests are (1) satisfied and (2) maintained or improved, further(y) the Collateral Quality Test is satisfied (or if the Collateral Quality Test is not satisfied at such time, is maintained or improved) and (z) each Concentration Limitation is satisfied (or if any Concentration Limitation is not satisfied at such time, is maintained or improved); (ix) with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any additional Potential Equity Securities which are convertible Notes or exchangeable for Additional SharesSubordinated Notes, (iA) notwithstanding the foregoing proviso, beneficial owner of such Notes is a United States Tax Person and (B) if such other Subordinated Notes are not issued to and held by Depositor, Depositor will otherwise hold a Majority of the Subordinated Notes after giving effect to such additional issuance; (x) any additional Potential Equity Securities by their terms provide, with the passage of time Notes or otherwise, for Subordinated Notes are not sold to any increase Person if such sale would result in there being more than 98 Direct Tax Owners in the consideration payable aggregate of the Potential Equity Notes and Subordinated Notes or would otherwise cause the Issuer to be treated as a publicly traded partnership as defined in Section 7704 of the Code, unless written advice of Dechert LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the CompanyTrustee, or decrease in form and substance satisfactory to the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity SecuritiesCollateral Manager, to the extent effect that such transfer will not previously exercised cause the Issuer to be treated as a publicly traded partnership taxable as a corporation; (xi) any additional Potential Equity Notes or convertedSubordinated Notes (or any derivative interest therein) will not be sold, transferred, assigned, participated, pledged or otherwise disposed of on or through (A) an established securities market or (B) a secondary market (or the Warrant Number, as adjusted by this substantial equivalent thereof) within the meaning of Section 9(b7704(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(bof the Code (and the Treasury Regulations thereunder), taking into account unless written advice of Dechert LLP or an opinion of other tax counsel of nationally recognized standing in the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company United States experienced in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant matters is delivered to the immediately preceding provisoTrustee, shall have in form and substance satisfactory to the Collateral Manager, to the effect of decreasing that such transfer will not cause the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment Issuer to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities treated as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.publicly traded partnership taxable as a corporation;

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than At any time during the Market PriceReinvestment Period, the Warrant Number after such issuance shall be determined by multiplying Issuer may issue and sell additional notes of each Class (on a pro rata basis with respect to each Class of Notes or, if additional Class A Notes are not being issued, on a pro rata basis for all Classes that are subordinate to the Warrant Number by a fractionClass A Notes) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture, provided that the following conditions are met: (i) each of the denominator of which shall be Collateral Manager and the number of shares of Common Stock on a Fully Diluted Basis immediately prior Retention Holder consents to such issuance, and such issuance plus is consented to by a Majority of the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and Interests; (ii) the numerator aggregate principal amount of which Notes of any Class issued in all additional issuances shall not exceed 100% of the Aggregate Outstanding Amount of the Notes of such Class on the Closing Date; (iii) the terms of the Notes issued must be identical to the number respective terms of shares previously issued Notes of Common Stock the applicable Class (except that the interest due on a Fully Diluted Basis immediately after additional Notes will accrue from the issue date of such additional Notes and the spread over LIBOR (or stated interest rate, in the case of Fixed Rate Notes) and the price of such additional Notes do not have to be identical to those of the initial Notes of that Class; provided that the Interest Rate on such additional Notes must not exceed the Interest Rate applicable to the initial Notes of that Class); (iv) the proceeds of any additional Notes (net of fees and expenses incurred in connection with such issuance; provided, that including any reserve established by the Collateral Manager in its discretion to pay for any such fees and expenses estimated to be incurred in connection with such additional issuance) will be treated as Principal Proceeds, used to purchase additional Collateral Obligations, or as otherwise permitted hereunder; (v) the prior written consent of a Supermajority of the Controlling Class has been obtained; (vi) the Overcollateralization Ratio with respect to each Class of Notes is not reduced after giving effect to such issuance; (vii) an Opinion of Counsel from tax counsel of nationally recognized standing in the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment United States experienced in such matters shall be delivered to the Warrant Number provided for Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that (1) such additional issuance will not (A) result in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, Issuer becoming subject to United States federal income taxation with respect to its net income or to any adjustment made pursuant withholding tax liability under Section 1446 of the Code or (B) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to this Section 9(b) upon the issuance holders of any Equity Securities which are convertible Class of Notes outstanding at the time of issuance, (2) such additional issuance will not result in the holders or exchangeable beneficial owners of the Notes previously issued to be deemed to have sold or exchanged such Notes under Section 1001 of the Code and (3) any additional Class A Notes, Class B Notes, Class C Notes and Class D Notes will and any additional Class E Notes should be characterized as indebtedness for Additional Shares, U.S. federal income tax purposes; (viii) such issuance is accomplished in a manner that allows the Independent accountants of the Issuer to accurately provide the tax information relating to original issue discount required to be provided to the holders of Notes (including the additional Notes); (ix) notice of such issuance has been provided to Moody’s and Fitch; and (x) an officer’s certificate of the Issuer is delivered to the Trustee stating that the foregoing conditions (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(bthrough (x) to reflect such increase or decrease and have been satisfied. (iib) upon the expiration Any additional Notes of any such other Equity Securities or any rights of conversion or exchange under any such other Equity SecuritiesClass issued as described above will, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expirationreasonably practicable, be recomputed offered first to holders of that Class in a manner consistent with this Section 9(b), taking into account the number such amounts as are necessary to preserve their pro rata holdings of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance Notes of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanyClass.