Common use of Additional Issuance Clause in Contracts

Additional Issuance. (a) At any time prior to the Stated Maturity, subject to at least 10 Business Days' written notice to the Trustee and the prior written approval of the Credit Enhancer, the Issuer may issue and sell additional Securities, provided that the following conditions are met: (i) such 35 issue may not exceed 25% of the original issue amount of Securities authorized to be issued on the Closing Date; (ii) the terms of the Securities issued (other than the price thereof or the initial date from which interest accrues) are identical to the terms of previously issued Securities; (iii) Rating Agency Confirmation has been obtained; (iv) no Default exists at the time of and after giving effect to the issuance of such additional Securities, (v) no violation of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14, the Total Maximum Commitment shall be deemed to have been increased by the aggregate principal amount of such newly issued Securities. (b) Any additional issuance pursuant to Section 2.14(a) shall first be offered on a pro rata basis to the Holders existing at the time of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional Securities.

Additional Issuance. (a) At any time prior to during the Stated Maturity, subject to at least 10 Business Days' written notice to the Trustee and the prior written approval of the Credit EnhancerReinvestment Period, the Issuer Co-Issuers may issue and sell additional Securitiesnotes of any one or more new classes of notes that are fully subordinated to the existing Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes and the Reinvesting Holder Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then Outstanding) and/or additional notes of any one or more existing Classes (other than the Class X Notes and the Reinvesting Holder Notes and subject, in the case of additional notes of an existing Class of Secured Notes, to Section 2.13(a)(v)) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture, provided that the following conditions are met: : (i) such 35 issue may not exceed 25% issuance is consented to by (A) the Portfolio Manager and a Majority of the original issue amount Subordinated Notes and (B) except in the case of Securities authorized to be issued on the Closing Date; first additional issuance of Subordinated Notes, a Majority of the Controlling Class; (ii) in the terms case of the Securities issued (other than the price thereof or the initial date from which interest accrues) are identical to the terms of previously issued Securities; (iii) Rating Agency Confirmation has been obtained; (iv) no Default exists at the time of and after giving effect to the issuance of such additional Securities, (v) no violation notes of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14one or more existing Classes, the Total Maximum Commitment shall be deemed to have been increased by the aggregate principal amount of Notes of such newly Class issued Securitiesin all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Notes of such Class; (iii) in the case of additional notes of any one or more existing Classes, the terms of the notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional notes will accrue from the issue date of such additional notes and the interest rate and price of such notes do not have to be identical to those of the initial Notes of that Class, provided that the interest rate on such notes may not exceed the interest rate applicable to the initial Notes of that Class); (iv) such additional notes must be issued at a Cash sales price equal to or greater than the principal amount thereof; (v) 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 Classes must be issued and such issuance of additional securities must be proportional across all Classes of Notes, provided that the principal amount of Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (vi) unless only additional Subordinated Notes are being issued, the Rating Condition shall have been satisfied (or deemed inapplicable pursuant to Section 14.16); provided that if only additional Subordinated Notes are being issued, the Issuer notifies each Rating Agency of such issuance prior to the issuance date; (vii) the proceeds of any additional 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 Priority of Payments; (viii) unless only additional Subordinated Notes are being issued, immediately prior to, and after giving effect to, such issuance and the application of the proceeds thereof, each Coverage Test is satisfied and the Collateral Quality Test is satisfied (or, only with respect to the Collateral Quality Test, if not satisfied, maintained or improved); (ix) unless only additional Subordinated Notes are being issued, an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee to the effect that (A) in the case of additional notes of any one or more existing Classes, such issuance would not cause the Holders or beneficial owners of previously issued Notes of such Class to be deemed to have sold or exchanged such Notes under Section 1001 of the Code, and the Treasury regulations promulgated thereunder and (B) any additional Class A Notes, Class B Notes, Class C Notes or Class D Notes will be, and the Class E Notes should be, treated as debt for U.S. federal income tax purposes; (x) all fees and expenses in connection with such additional issuance have been paid; and (xi) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (b) Any additional issuance pursuant notes of an existing Class issued as described above will, to Section 2.14(a) shall first the extent reasonably practicable, be offered on a first to Holders of that Class in such amounts as are necessary to preserve their pro rata basis to the Holders existing at the time holdings of Notes of such proposed additional issuanceClass. The Issuer shall direct may not issue additional Class X Notes or Reinvesting Holder Notes. (c) Notwithstanding the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to foregoing, the date of Issuer may not, following the proposed Closing Date, issue any additional issuance. Such notice shall contain Reinvesting Holder Notes (but may increase the date and proposed principal amount of the additional issuance. If a any Outstanding Reinvesting Holder intends to accept the offer to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond Notes in accordance with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional SecuritiesSection 11.1(e)).

Additional Issuance. (a) At any time prior to during the Stated MaturityReinvestment Period or, subject to at least 10 Business Days' written notice to solely in the Trustee case of a Risk Retention Issuance, during and after the prior written approval of the Credit EnhancerReinvestment Period, the Issuer may issue and sell additional Securitiesnotes of any one or more new classes of notes that are fully subordinated to the existing Notes (or to the most junior class of notes of the Issuer issued pursuant to this Indenture, if any class of Notes issued pursuant to this Indenture other than the Notes is then Outstanding (such additional notes, "Junior Mezzanine Notes")) and/or additional notes of any one or more existing Classes and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture, subject to satisfaction by the Issuer of the conditions set forth in Section 3.2 and provided that that, the following conditions are met: : (i) such 35 issue may not exceed 25% the Portfolio Manager, the Retention Holder and a Supermajority of the original issue amount Interests each consent in writing prior to such issuance; provided that, only the consent of Securities authorized the Portfolio Manager and the Retention Holder shall be required if additional notes are being issued in order to be issued on comply with the Closing Date; U.S. Risk Retention Rules; (ii) solely in the terms case of the Securities issued an additional issuance of any Class A-1 Notes (other than any such additional issuance that is a Risk Retention Issuance or that is being made contemporaneously with a Refinancing or an Optional Redemption of the price thereof or Class A-1 Notes), a Majority of the initial date from which interest accrues) are identical Class A-1 Notes, consents to the terms of previously issued Securities; such issuance; (iii) Rating Agency Confirmation has been obtained; (iv) no Default exists at in the time case of and after giving effect to the issuance of such additional Securities, (v) no violation notes of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and one or more existing Classes (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14other than a Risk Retention Issuance), the Total Maximum Commitment shall be deemed to have been increased by the aggregate principal amount of Notes of such newly Class issued Securitiesin all additional issuances may not exceed 100% of the respective original aggregate principal amount of the Notes of such Class, except that a larger proportion of Junior Mezzanine Notes may be issued; (iv) in the case of additional notes of any one or more existing Classes, the terms of the notes issued must be identical to the respective terms of previously issued Notes of the applicable Class (except that the interest due on additional notes will accrue from the issue date of such additional 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 but, in the case of the Notes, the interest rate spread over the Reference Rate may not exceed the interest rate spread over the Reference Rate applicable to the initial Notes of that Class; (v) in the case of additional notes of an existing Class of Notes, such additional notes must be issued at a Cash sales price equal to or greater than the principal amount thereof; (vi) in the case of additional notes of any one or more existing Classes, unless only Junior Mezzanine Notes are being issued or in the case of a Risk Retention Issuance, additional notes of all Classes must be issued and such issuance of additional notes must be proportional across all Classes; (vii) the Issuer notifies the Rating Agency of such issuance prior to the issuance date; (viii) the proceeds of any additional 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 be applied pursuant to the Priority of Payments or, solely with the proceeds of an issuance of Junior Mezzanine Notes, applied as otherwise permitted under this Indenture (including any Permitted Use); (ix) unless only Junior Mezzanine Notes are being issued or in the case of a Risk Retention Issuance, the degree of compliance with respect to each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof; (x) Tax Advice shall be delivered to the Issuer to the effect that (A) such additional issuance shall not result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or to any withholding tax liability under Section 1446 of the Code and (B) 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, however, that the Tax Advice described in clause (x)(B) 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; (xi) the Issuer shall comply with the requirements of Section 2.5, 7.9 and 8.1, as applicable; (xii) in the case of any issuance of Junior Mezzanine Notes, either (A) Tax Advice is delivered to the Collateral Trustee to the effect that such Junior Mezzanine Notes will be treated as debt for U.S. federal income tax purposes, or (B) (1) unless otherwise specified in a signed investor representation letter in connection with the date such Junior Mezzanine Notes are issued, each purchaser or transferee of any such note or any beneficial interest therein shall be deemed to represent that it is not a Benefit Plan Investor or a Controlling Person, that for so long as it holds such notes, it will not be a Benefit Plan Investor or a Controlling Person and, if it is subject to Similar Law, its acquisition and holding of such notes will not cause the Issuer to be subject to any Similar Law, (2) any such Junior Mezzanine Notes sold to Persons that have represented (or are deemed to have represented) that they are Benefit Plan Investors or Controlling Persons shall be issued in the form of Certificated Notes and (3) no transfer of an interest in any such Junior Mezzanine Note to a proposed transferee that has represented that it is a Benefit Plan Investor or Controlling Person will be effective, and the Collateral Trustee, the Registrar and the Issuer will not recognize any such transfer, if to their knowledge, based on representations made or deemed to have been made by holders of such Junior Mezzanine Notes, such transfer would result in Benefit Plan Investors owning 25% or more of the Aggregate Outstanding Amount of such class of Junior Mezzanine Notes as determined in accordance with the Plan Asset Regulation and the Indenture; provided that, for purposes of the foregoing calculation, (x) the investment by a Benefit Plan Investor shall be treated as plan assets for purposes of calculating the 25% threshold under the significant participation test in accordance with the Plan Asset Regulation only the extent of the percentage of the equity interests in such entity held by Benefit Plan Investors and (y) any such Junior Mezzanine Note held by any Controlling Person shall be excluded and treated as not Outstanding; provided, further, that, for the avoidance of doubt, if clause (xii)(A) above is not satisfied with respect to any Junior Mezzanine Notes issued after the Closing Date, the Registrar shall not recognize any acquisition or transfer of Junior Mezzanine Notes if it knows, based on representations made or deemed to have been made by the owners of such notes or any interest therein that such transfer would result in 25% or more (or such lesser percentage determined by the Portfolio Manager and notified to the Collateral Trustee) of the Aggregate Outstanding Amount of the class of Junior Mezzanine Notes to be transferred being held by Benefit Plan Investors, as calculated pursuant to the Plan Asset Regulation and this Indenture, and (x) an Officer's certificate of the Issuer shall be delivered to the Collateral Trustee stating that the applicable conditions of this Section 2.13(a) have been satisfied; (xiii) immediately after giving effect to such additional issuance, no Event of Default shall have occurred and be continuing; and (xiv) the Collateral Trustee has received an Officer's certificate from the Issuer (or the Portfolio Manager on behalf of the Issuer) certifying that the conditions to such additional issuance are satisfied. (b) Any such additional issuance pursuant will be effected in a manner that will allow the Issuer to Section 2.14(aaccurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i). (c) shall first Such additional notes of an existing Class may be offered on at prices that differ from the applicable initial offering price. (d) Any additional notes of an existing Class issued as described above will, to the extent reasonably practicable (and other than in the case of a Risk Retention Issuance), be offered first to Holders of such Class in such amounts as are necessary to preserve their pro rata basis holdings of Notes of such Class. Notwithstanding the foregoing, the Portfolio Manager and its Affiliates shall be afforded priority to purchase additional notes to the Holders existing extent required, as determined by the Portfolio Manager in its sole discretion, to comply with the U.S. Risk Retention Rules. (e) Notwithstanding the foregoing, the Issuer may, with the written consent of the Portfolio Manager and the Issuer, at any time issue Junior Mezzanine Notes to any Person for any reason and the time proceeds of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance issuance shall be deemed to have declined treated as Principal Proceeds or Interest Proceeds, as designated by the offer to purchase Portfolio Manager in its pro rata share of such additional Securitiessole discretion.

Additional Issuance. (a) At any time prior to during the Stated MaturityReinvestment Period (or, subject to at least 10 Business Days' written notice to in the Trustee case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the prior written approval of the Credit EnhancerReinvestment Period), the Issuer Issuers or the Issuer, as applicable, may issue and sell (or, in the case of the Class A-1 Loans, incur) additional Securitiesdebt of any one or more Classes and/or Junior Mezzanine Notes and use the proceeds (net of expenses for the additional issuance or incurrence) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise permitted under this Indenture (except that proceeds of an additional issuance of Subordinated Notes and/or Junior Mezzanine Notes (x) at any time, may be used to pay for expenses related to a Refinancing or a Re-Pricing (to the extent such expenses remain outstanding after application of (i) the Priority of Payments on the Payment Date following such Refinancing or Re-Pricing and (ii) all amounts in the Supplemental Reserve Account) and (y) after the Reinvestment Period may not be used to purchase additional Collateral Obligations), provided that the following conditions are met: : (i) such 35 issue may not exceed 25% prior to execution of the original issue amount supplemental indenture providing for such issuance, such issuance (or, in the case of Securities authorized the Class A-1 Loans, inucrrence) is consented to be issued on by (A) the Closing Date; Collateral Manager and (B) unless such issuance is a Risk Retention Issuance, (I) a Majority of the Subordinated Notes and (II) with respect to an additional issuance or incurrence of Class A-1A Debt to the extent the Class A-1A Notes remains Outstanding, a Majority of the Class A-1A Debt; (ii) in the terms case of the Securities issued (other than the price thereof or the initial date from which interest accrues) are identical to the terms of previously issued Securities; (iii) Rating Agency Confirmation has been obtained; (iv) no Default exists at the time of and after giving effect to the issuance of such additional SecuritiesSubordinated Notes, (v) no violation of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14, the Total Maximum Commitment shall be deemed to have been increased by 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 2024 Closing Date; (iii) 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 newly additional Secured Debt and the interest rate and price of such Debt does not have to be identical to those of the initial Debt of that Class; provided that the spread over the Reference Rate and/or fixed interest rate of any such additional Secured Debt will not be greater than the spread over the Reference Rate 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 hereunder; (iv) the case of additional Debt of any one or more existing Classes, unless only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued, additional Debt of all Classes must be issued Securitiesand such issuance of additional Debt must be proportional across all Classes, provided that the principal amount of 120 Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (v) the Issuer has notified the Rating Agency of such issuance prior to the issuance date; (vi) the proceeds of any additional Secured Debt (net of fees and expenses incurred in connection with such issuance or incurrence, which fees and expenses shall be paid solely from the proceeds of such additional issuance or incurrence) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; provided, however, that the Collateral Manager may designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes in excess of the amount of additional Subordinated Notes that would be on a pro rata basis with respect to each Class of Notes for any Permitted Use with the consent of a Majority of the Subordinated Notes; (vii) no Event of Default has occurred and is continuing; and (viii) each Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof. (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 2.13 (Additional Issuance) shall not apply to Debt issued or incurred, as applicable, in connection with a Refinancing or a Re-Pricing (including Re-Pricing Replacement Debt). (d) The Collateral Manager may, with the consent of a Majority of the Subordinated Notes, designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes for any Permitted Use. (e) In connection with an issuance of additional Debt, additional Class A-1 Loans may be incurred (in loan form only) and will be borrowed pursuant to Section 2.14(a) shall first be offered on a pro rata basis to the Holders existing at the time of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date terms of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional SecuritiesClass A-1 Credit Agreements.

Additional Issuance. (a) At any time prior to within the Stated MaturityReinvestment Period (or, subject to in the case of an issuance solely of additional Subordinated Notes or Junior Mezzanine Notes, at least 10 Business Days' written notice to the Trustee and the prior written approval of the Credit Enhancerany time), 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 issue be issued) and/or (ii) additional Subordinated Notes and/or additional notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and sell the Subordinated Notes is then outstanding) (such additional Securitiesnotes, "Junior Mezzanine Notes") and use the 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 Collateral Manager and the U.S. Retention Provider each consent to such 35 issue may issuance and such issuance is consented to by a Supermajority of the Subordinated Notes; (ii) the aggregate principal amount of Additional Notes of any Class issued in all additional issuances shall not exceed 25100% of the respective original issue outstanding principal amount of Securities authorized to be issued on the Closing Date; Notes of such Class; (iiiii) the terms of the Securities Notes issued (other than the price thereof or the initial date from which interest accrues) are must be identical to the respective terms of previously issued Securities; Notes of the applicable Class (iiiexcept 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) Rating Agency Confirmation has been obtained; than those of the initial Notes of that Class) and such additional issuance shall not be considered a Refinancing hereunder; (iv) no Default exists at unless only additional Subordinated Notes or Junior Mezzanine Notes are being issued, the time of and after giving effect to the issuance of such additional Securities, Global Rating Agency Condition shall have been satisfied; (v) no violation the net proceeds of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities Subordinated Notes shall be deposited in accordance the Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are the only Notes included in such additional issuance; (vi) the 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 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 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 Cadwalader, Wickersham & Taft LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) 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 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 2.14, the Total Maximum Commitment shall be deemed to 2.13(a) have been increased by the aggregate principal amount of such newly issued Securitiessatisfied. (b) Any additional issuance The terms and conditions of the Additional Notes of each Class issued pursuant to this Section 2.14(a) 2.13 shall first be offered identical to those of the initial Notes of that Class (except that the interest due on a pro rata basis to the Holders existing at Additional Notes that are Secured Notes shall accrue from the time issue date of such proposed additional issuanceAdditional 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). The Issuer Interest on the Additional Notes that are Secured Notes shall direct be payable commencing on the Trustee to provide notice to first Payment Date following the issue date of such existing Holders not less than 20 Business Days Additional Notes (if issued prior to the date 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 proposed additional issuance. Such notice shall contain Secured Notes in whole without regard to the date and proposed amount restrictions in this Section 2.13. (e) For the avoidance of doubt, at any time the Holders of the Subordinated Notes may make additional issuance. If a Holder intends capital contributions to accept the offer to purchase its pro share Issuer. (f) The issuance of the additional Securities Notes on the Refinancing Date shall not be subject to be issued, the restrictions in this Section 2.13 or the conditions set forth in Section 3.2 and each holder of Notes by its acquisition thereof consents to such Holder shall provide issuance on the Trustee, not later than 10 Business Days after receipt of such notice of Refinancing Date and to the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional SecuritiesPermitted Mergers.

Additional Issuance. (a) At any time prior to the Stated Maturity, subject to at least 10 Business Days' written notice to the Trustee and the prior written approval of the Credit Enhancertime, the Issuer may issue and sell additional Securities, Subordinated Notes and use the net proceeds to purchase additional Collateral Obligations or for other purposes permitted under this Indenture; provided that the following conditions are met: : (i) the Collateral Manager consents to such 35 issue may issuance and such issuance is consented to by a Majority of the Subordinated Notes; (ii) the aggregate face amount of such Subordinates Notes issued in all additional issuances shall not exceed 25100% of the respective original issue face amount of Securities authorized to be issued on the Closing Date; Subordinated Notes; (iiiii) the terms of the Securities notes issued (other than the price thereof or the initial date from which interest accrues) are must be identical to the respective terms of previously issued Securities; Subordinated Notes (iii) Rating Agency Confirmation has been obtained; except that the prices of such additional Subordinated Notes do not have to be identical to those of the initial Subordinated Notes); (iv) no Default exists at the time 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 Priority of Payments; (v) the Issuer shall notify each Rating Agency of the issuance of additional Subordinated Notes prior to the issuance date; and (vi) immediately after giving effect to the issuance of such additional Securitiesissuance, (v) no violation of each Coverage Test is satisfied or, with respect to any "asset coverage" test required Coverage Test that was not satisfied immediately prior to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of such issuance and will continue not to be satisfied immediately after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14issuance, the Total Maximum Commitment shall be deemed degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to have been increased by such issuance and the aggregate principal amount application of such newly issued Securitiesthe proceeds thereof. (b) Any additional issuance pursuant Subordinated Notes issued as described above will, to Section 2.14(a) shall first the extent reasonably practicable, be offered on a first to Holders of the Subordinated Notes in such amounts as are necessary to preserve their pro rata basis to the Holders existing at the time of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional Securitiesholdings.

Additional Issuance. (a) At any time prior to during the Stated MaturityReinvestment Period (or, subject to at least 10 Business Days' written notice to in the Trustee and case of an issuance of Subordinated Notes only, after the prior written approval of the Credit EnhancerReinvestment Period), the Issuer Co-Issuers or the Issuer, as applicable, may issue and sell additional Securitiesnotes of any one or more new classes of notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding) (the notes of any such additional class, “Junior Mezzanine Notes”) and/or additional notes of any one or more existing Classes (subject, in the case of additional notes of an existing Class of Secured Notes, to Section 2.13(a)(v)) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture or, solely in the case of Additional Junior Notes Proceeds, for application as Interest Proceeds or Principal Proceeds as directed by the Collateral Manager for any Permitted Use (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 met: : (i) the Collateral Manager and, other than in the case of a Risk Retention Issuance, a Majority of the Controlling Class and a Majority of the Subordinated Notes consent to such 35 issue may issuance; provided that the consent of a Majority of the Controlling Class shall not be required if only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued; (ii) in the case of additional notes of any one or more existing Classes, the aggregate principal amount of Notes of such Class issued in all additional issuances shall not exceed 25100% of the original issue amount Aggregate Outstanding Amount of Securities authorized to be issued the Notes of such Class on the Closing Date; ; (iiiii) in the case of additional notes of any one or more existing Classes, the terms of the Securities notes issued (other than the price thereof or the initial date from which interest accrues) are must be identical to the respective terms of previously issued SecuritiesNotes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Notes do not have to be identical to those of the initial Notes of that Class; provided that the spread component of the interest rate (iiior, in the case of Fixed Rate Notes, the fixed interest rate) Rating Agency Confirmation has been obtained; of any such additional Secured Notes will not be greater than the spread component of the interest rate (or, in the case of Fixed Rate Notes, the fixed interest rate) on the applicable Class of Secured Notes (in each case, taking into account any original issue discount) and such additional issuance shall not be considered a Refinancing hereunder); (iv) in the case of additional notes of any one or more existing Classes, unless only additional Junior Mezzanine Notes and/or 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 Junior Mezzanine Notes or Subordinated Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes; (v) unless only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued, the S&P Rating Condition shall have been satisfied; provided that if only additional Junior Mezzanine Notes and/or Subordinated Notes are being issued, the Issuer notifies the Rating Agency then rating a Class of Secured Notes of such issuance prior to the issuance date; (vi) the proceeds of any additional notes (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; provided that the Collateral Manager may designate any portion of Additional Junior Notes Proceeds to be used for any Permitted Use; (vii) no Event of Default exists has occurred and is continuing; (viii) such issuance complies with the requirements of Sections 2.5, 3.2, 7.9 and 8.1; (ix) any additional Class A Notes will be issued at a cash sales price equal to or greater than the time principal amount thereof; (x) other than in the case of a Risk Retention Issuance, (a) each Coverage Test and Collateral Quality Test is satisfied both prior to and after giving effect to such additional issuance and (b) in the case of an additional issuance of such additional Securitiesany Class of Secured Notes, (v) no violation of any "asset coverage" test required to each Coverage Test will be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately or improved after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to such additional issuance; (xi) the grace periods provided EU/UK Retention Holder subscribes for therein) shall exist at the time of and sufficient Subordinated Notes such that, after giving effect to the additional issuance and after the receipt by the Issuer of the proceeds thereof into the Principal Collection Account as Principal Proceeds, the additional issuance will not result in a Retention Deficiency; (xii) written advice of Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such Securities. Upon matters shall be delivered to the Issuer 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 net basis (including any tax liability imposed under Section 1446 of the Code) and (2) any additional Securities Secured Notes will be treated as indebtedness for U.S. federal income tax purposes; provided, that the opinion described in accordance clause (2) will not be required with respect to any additional notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; and (xiii) the additional Notes will be issued in a manner that allows the accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Section 2.14, Indenture requires the Total Maximum Commitment shall be deemed Issuer to have been increased by the aggregate principal amount provide to Holders of such newly issued SecuritiesNotes. (b) Any Other than in the case of a Risk Retention Issuance, any additional issuance pursuant notes of an existing Class of Notes or of an existing class of Junior Mezzanine Notes issued as described above will, to Section 2.14(athe extent reasonably practicable, be offered first to Holders of that Class of Notes or class of Junior Mezzanine Notes in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class of Notes or class of Junior Mezzanine Notes, as applicable. Other than in the case of a Risk Retention Issuance, any Junior Mezzanine Notes (of a not already existing class of Junior Mezzanine Notes) shall issued as described above will, to the extent reasonably practicable, first be offered on a pro rata basis to the Holders existing at the time of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior of Subordinated Notes in a sufficient amount to the date of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer allow such Holders to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional Securitiesnotes proportional to its then-current ownership of Subordinated Notes. Notwithstanding the foregoing and any other provision of this Indenture to the contrary, no consent of any Holder shall be required with respect to the issuance of additional notes of any Class at the request of the Collateral Manager in furtherance of a Risk Retention Issuance. (c) The Co-Issuers or the Issuer, may also issue additional notes in connection with an Optional Redemption by Refinancing in which all Classes of Secured Notes are being redeemed in whole, which issuance will not be subject to Section 2.13(a) or Section 3.2 but will be subject only to Section 9.2.

Additional Issuance. (a) At any time prior to during the Stated MaturityReinvestment Period (or, subject to at least 10 Business Days' written notice to in the Trustee and case of a Risk Retention Issuance only, during or after the prior written approval of the Credit EnhancerReinvestment Period), the Issuer may may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell Additional Notes of each Class (on a pro rata basis with respect to each Class of Notes or, if additional SecuritiesClass A-1 Notes are not being issued, on a pro rata basis for all Classes of Notes that are subordinate to the Class A-1 Notes, except that a larger proportion of Subordinated Notes may be issued) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that that, other than in connection with a Risk Retention Issuance, the following conditions are met: : (i) the Collateral Manager consents to such 35 issue may not exceed 25% issuance and such issuance is approved by a Majority of the original issue amount of Securities authorized to be issued on the Closing DateSubordinated Notes; DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 (ii) the terms aggregate principal amount of Additional Notes of any Class issued in all additional issuances shall not exceed 100% of the Securities issued (other than respective original outstanding principal amount of the price thereof or the initial date from which interest accrues) are identical to the terms Notes of previously issued Securities; such Class; (iii) the Issuer has provided prior written notice of such issuance to S&P and to Fitch (so long as Fitch is then rating a Class of Notes) and unless only additional Subordinated Notes are being issued, the S&P Rating Agency Confirmation has been obtained; Condition shall be satisfied in connection therewith; (iv) no Default exists at the time proceeds of any Additional Notes (net of fees and after giving effect expenses incurred in connection with such issuance) shall be treated as Principal Proceeds or used to the issuance of such purchase additional Securities, Collateral Obligations; (v) no violation the net proceeds of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities Subordinated Notes shall be deposited in accordance the Supplemental Reserve Account and employed in connection with any Permitted Use; provided that this subclause (v) shall only apply if such additional Subordinated Notes are the only Notes included in such additional issuance; (vi) the prior written consent of a Majority of the Class A-1 Notes shall have been obtained; (vii) the Overcollateralization Ratio with respect to each Class of Notes shall not be reduced after giving effect to such issuance; (viii) written advice from Dechert LLP, Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Issuer (with a copy to the Trustee), in form and substance satisfactory to the Collateral Manager, to the effect that (A) such additional issuance will not result in the Issuer being treated as an association taxable as a corporation for U.S. federal income tax purposes or becoming subject to U.S. federal income tax with respect to its net income (including any tax imposed under Section 1446 of the Code) and (B) any Additional Notes (other than Subordinated Notes) will (to the extent sold on the date of the additional issuance to persons otherwise unrelated to the Issuer) be treated as debt for U.S. federal income tax purposes; (ix) such issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating to original issue discount that this Indenture requires to be provided to the Holders of Secured Notes (including the Additional Notes); (x) in the case of additional Secured Notes of any one or more existing Classes, the terms of the Secured Notes issued must be identical to the respective terms of previously issued Secured Notes of the applicable Class (except that the interest due on additional Secured Notes will accrue from the issue date of such additional Secured Notes and the interest rate and price of such Secured Notes do not have to be identical to those of the initial Secured Notes of that Class; provided DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 that the spread over the Benchmark and/or fixed interest rate of any such additional Secured Notes will not be greater than the spread over the Benchmark and/or fixed interest rate on the applicable Class of Secured Notes (solely in the case of such additional Secured Notes, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing under this Indenture; and (xi) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.14, the Total Maximum Commitment shall be deemed to 2.13(a) have been increased by the aggregate principal amount of such newly issued Securitiessatisfied. (b) Any additional issuance pursuant to Section 2.14(a) Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first be offered on a pro rata basis to Payment Date following the Holders existing at the time issue date of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days Additional Notes (if issued prior to the date applicable Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of that Class. (c) In the sole discretion of the proposed Collateral Manager, in order to permit the Collateral Manager or the U.S. Retention Holder to comply with the U.S. Risk Retention Rules, the Collateral Manager may, with notice to the Rating Agencies, direct the Issuer to issue additional Notes, which shall not be subject to the conditions above (such an issuance. Such notice shall contain , a “Risk Retention Issuance”). (d) Any Additional Notes of each Class issued pursuant to this Section 2.13 shall, to the date and proposed amount 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. (e) Additional Notes may be issued in connection with any Refinancing of the additional issuance. If a Holder intends Notes in whole without regard to accept the offer restrictions in this Section 2.13. (f) The issuance of Notes on the Closing Date will not be subject to purchase its pro share of the additional Securities to be issued, such Holder shall provide the Trustee, not later than 10 Business Days after receipt restrictions above and each holder of such notice of Notes by its acquisition thereof consents to such issuance on the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional SecuritiesClosing Date.

Additional Issuance. (a) At any time prior to during the Stated MaturityReinvestment Period (or, subject to at least 10 Business Days' written notice to in the Trustee case of an issuance of Subordinated Notes or a Risk Retention Issuance only, during and after the prior written approval of the Credit EnhancerReinvestment Period), the Issuer may issue or incur, as applicable, additional debt of any one or more Classes and/or issue or incur, as applicable, additional debt of one or more new classes that are subordinated to the existing Secured Debt (or to the most junior Class of securities of the Issuer (other than the Subordinated Notes) (such Notes, “Junior Debt”)) issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Secured Debt and sell the Subordinated Notes is then Outstanding (subject, in the case of additional Securitiesnotes of an existing Class of Secured Debt, to Section 2.13(a)(v) (Additional Issuance)) and use the proceeds (net of expenses for the additional issuance) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise permitted under this Indenture (except that proceeds of an additional issuance of Subordinated Notes (x) at any time, may be used to facilitate a Refinancing or Re-Pricing (to the extent such expenses remain outstanding after application of (i) the Priority of Payments on the Payment Date following such Refinancing or Re- Pricing and (ii) all amounts in the Financing Expense Account) and (y) after the Reinvestment Period may not be used to purchase additional Collateral Obligations), provided that the following conditions are met: : (i) such 35 issue may not exceed 25% issuance or incurrence, as applicable, is consented to by (w) the Collateral Manager, (x) a Majority of the original issue amount Subordinated Notes, (y) in the case of Securities authorized to be issued on the Closing Date; issuance of additional Secured Debt that is not a Risk Retention Issuance, a Majority of the Class A-1 Notes and (z) in the case of the incurrence of additional Class B Loans, with the consent of a Majority of the Class B Loans; (ii) the terms no Event of the Securities issued (other than the price thereof or the initial date from which interest accrues) are identical to the terms of previously issued Securities; Default has occurred and is continuing; (iii) Rating Agency Confirmation has been obtained; (iv) no Default exists at in the time case of and after giving effect to the issuance of such additional Securities, (v) no violation debt of any "asset coverage" test required to be maintained pursuant to Section 18 of the Investment Company Act shall exist immediately after the issuance of such additional Securities; and (vi) no violation of Section 7.7 (without giving effect to the grace periods provided for therein) shall exist at the time of and after giving effect to the issuance of such Securities. Upon the issuance of any additional Securities in accordance with this Section 2.14one or more existing Classes, the Total Maximum Commitment shall be deemed to have been increased by the aggregate principal amount of Debt of such newly Class issued Securitiesin all additional issuances shall not exceed 100% of the respective original outstanding principal amount of the Debt of such Class on the Closing Date; (iv) 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 Secured 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 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 hereunder; (v) in the case of additional debt of any one or more existing Classes, unless only additional Subordinated Notes are being issued or in the case of a Risk Retention Issuance, additional debt of all Classes must be issued or incurred, as applicable, and such issuance or incurrence, as applicable, of additional debt 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; (vi) the Global Rating Agency Condition shall have been satisfied with respect to all Secured Debt; provided, that if only additional Subordinated Notes are being issued, satisfaction of the Global Rating Agency Condition will not be required if the Issuer notifies each Rating Agency of such issuance; (vii) the proceeds of any additional Secured Debt (net of fees and expenses incurred in connection with such issuance, which fees and expenses shall be paid solely from the proceeds of such additional issuance) shall not be treated as Refinancing Proceeds and shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments; provided, that if only Subordinated Notes are issued then such proceeds may be treated as Interest Proceeds or Principal Proceeds or used for any Permitted Use (in each case, as directed by the Collateral Manager); (viii) written advice of Dechert LLP or Cadwalader, Wickersham & Taft LLP or an opinion of nationally recognized U.S. tax counsel shall be delivered to the Issuer (with a copy to the Collateral Trustee) to the effect that (A) such issuance or incurrence, as applicable, would not cause the 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 and (B) any additional Class A Debt, additional Class B Debt and additional Class C Notes will be characterized as indebtedness for U.S. federal income tax purposes; provided that such opinions described in clause (B) shall not be required with respect to any Class if 100% of the Holders thereof have consented to a waiver of such requirements; (ix) such additional debt, if such additional debt is not Subordinated Notes, will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulation Section 1.1275-3(b)(1)(i), if such information is required; (x) unless such issuance is a Risk Retention Issuance, after giving effect to such additional issuance, each Overcollateralization Ratio will be maintained or improved; (xi) the U.S. Risk Retention Rules are satisfied with respect to such additional issuance; (xii) [reserved]; and (xiii) the Issuer (or the Collateral Manager on its behalf) has certified to the Collateral Trustee that the conditions to such additional issuance or incurrence, as applicable, have been satisfied. (b) Any additional issuance pursuant to debt of an existing Class may be offered at prices that differs from the applicable initial offering price. (c) The requirements of this Section 2.14(a2.13 (Additional Issuance) shall first be offered on a pro rata basis not apply to the Holders existing at the time of such proposed additional issuance. The Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date of the proposed additional issuance. Such notice shall contain the date and proposed amount of the additional issuance. If a Holder intends to accept the offer to purchase its pro share of the additional Securities to be issuedDebt issued or incurred, such Holder shall provide the Trusteeas applicable, not later than 10 Business Days after receipt of such notice of the proposed additional issuance, written notice of such acceptance. Any Holder who does not affirmatively respond in connection with a written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional SecuritiesRefinancing or a Re-Pricing (including Re-Pricing Replacement Notes).