Common use of Additional Issuance Clause in Contracts

Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the Reinvestment Period), the Issuers or the Issuer, as applicable, may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt 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) prior to execution of the supplemental indenture providing for such issuance, such issuance (or, in the case of the Class A-1 Loans, inucrrence) is consented to by (A) the 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 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 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 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 and 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 the terms of the Class A-1 Credit Agreements.

Additional Issuance. (a) At any time during prior to the Reinvestment Period (orStated Maturity, in subject to at least 10 Business Days' written notice to the case Trustee and the prior written approval of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the Reinvestment Period)Credit Enhancer, the Issuers or the Issuer, as applicable, Issuer may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt 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)Securities, provided that the following conditions are met: : (i) prior to execution such 35 issue may not exceed 25% of the supplemental indenture providing for such issuance, such issuance (or, in original issue amount of Securities authorized to be issued on the case of the Class A-1 Loans, inucrrence) is consented to by (A) the 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; 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 case of additional Subordinated Notes, Total Maximum Commitment shall be deemed to have been increased by the aggregate principal amount of Subordinated Notes such newly 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 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 and 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 thereofSecurities. (b) Any additional Junior Mezzanine Notes may issuance pursuant to Section 2.14(a) shall first be offered on a pro rata basis to the Holders existing at prices that differ from the applicable initial offering price. (c) time of such proposed additional issuance. The requirements Issuer shall direct the Trustee to provide notice to such existing Holders not less than 20 Business Days prior to the date of this Section 2.13 (Additional Issuance) 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 apply to Debt issued or incurredlater than 10 Business Days after receipt of such notice of the proposed additional issuance, as applicable, in connection written notice of such acceptance. Any Holder who does not affirmatively respond with a Refinancing or a Re-Pricing (including Re-Pricing Replacement Debt)written acceptance shall be deemed to have declined the offer to purchase its pro rata share of such additional Securities. (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 the terms of the Class A-1 Credit Agreements.

Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance only, during and after the Reinvestment Period)time, the Issuers or the Issuer, as applicable, Issuer may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt of any one or more Classes and/or Junior Mezzanine Subordinated Notes and use the net proceeds (net of expenses for the additional issuance or incurrence) to purchase additional Collateral Obligations (during the Reinvestment Period only) or as otherwise for other purposes 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), Indenture; provided that the following conditions are met: (i) prior the Collateral Manager consents to execution of the supplemental indenture providing for such issuance, such issuance (or, in the case of the Class A-1 Loans, inucrrence) and such issuance is consented to by (A) the 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 DebtNotes; (ii) in the case of additional Subordinated Notes, the aggregate principal face amount of Subordinated such Subordinates Notes issued in all additional issuances shall not exceed 100% of the respective original outstanding principal face amount of the Subordinated Notes on the 2024 Closing DateNotes; (iii) in the case of additional Debt of any one or more existing Classes, the terms of the debt notes issued must be identical to the respective terms of previously issued Debt of the applicable Class Subordinated Notes (except that the interest due on additional Secured Debt will accrue from the issue date prices of such additional Secured Debt and the interest rate and price of such Debt does Subordinated Notes do 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 discountSubordinated Notes)) 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 and 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 Subordinated Notes (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 incurrenceissuance) 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 ; (v) the Collateral Manager may designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes in excess Issuer shall notify each Rating Agency of the amount issuance of additional Subordinated Notes that would be on a pro rata basis with respect prior 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 continuingissuance date; and (viiivi) immediately after giving effect to such issuance, each Coverage Test is satisfied or, with respect to any Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof. (b) Any additional Junior Mezzanine Subordinated Notes may issued as described above will, to the extent reasonably practicable, 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 first 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 Holders of the Subordinated Notes, designate the net proceeds of Junior Mezzanine Notes or additional Subordinated Notes for any Permitted Usein such amounts as are necessary to preserve their pro rata holdings. (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 the terms of the Class A-1 Credit Agreements.

Additional Issuance. (a) At any time during the Reinvestment Period (or, solely in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance onlyIssuance, during and after the Reinvestment Period), the Issuers or the Issuer, as applicable, Issuer may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt notes of any one or more Classes and/or 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 Notes")) and/or additional notes of any one or more existing Classes and use the net 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 Indenture, subject to satisfaction by the Issuer of an additional issuance of Subordinated Notes and/or Junior Mezzanine Notes (x) at any timethe conditions set forth in Section 3.2 and provided that, 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) the Portfolio Manager, the Retention Holder and a Supermajority of the Interests each consent in writing prior to execution such issuance; provided that, only the consent of the supplemental indenture providing for such issuance, such issuance Portfolio Manager and the Retention Holder shall be required if additional notes are being issued in order to comply with the U.S. Risk Retention Rules; (or, ii) solely in the case of the an additional issuance of any Class A-1 Loans, inucrrence) is consented to by Notes (A) the Collateral Manager and (B) unless other than any such additional issuance that is a Risk Retention Issuance, (I) Issuance or that is being made contemporaneously with a Majority Refinancing or an Optional Redemption 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 OutstandingA-1 Notes), a Majority of the Class A-1A Debt; (ii) in the case of additional Subordinated A-1 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 2024 Closing Dateconsents to such issuance; (iii) in the case of additional Debt notes of any one or more existing Classes (other than a Risk Retention Issuance), the aggregate principal amount of Notes of such Class issued in 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 debt notes issued must be identical to the respective terms of previously issued Debt Notes of the applicable Class (except that the interest due on additional Secured Debt notes will accrue from the issue date of such additional Secured Debt and notes) and, the interest rate and price of such Debt does notes do not have to be identical to those of the initial Debt Notes of that Class; provided that Class but, in the case of the Notes, the interest rate spread over the Reference Rate and/or fixed may not exceed the 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 applicable to the applicable Class initial Notes of Secured Debt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing hereunderthat Class; (ivv) in the case of additional Debt 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 additional Subordinated Notes and/or Junior Mezzanine Notes are being issuedissued or in the case of a Risk Retention Issuance, additional Debt notes of all Classes must be issued and such issuance of additional Debt notes 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; (vvii) the Issuer has notified notifies the Rating Agency of such issuance prior to the issuance date; (viviii) the proceeds of any additional Secured Debt notes (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 incurrenceissuance) 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 be applied pursuant to the Priority of Payments; providedPayments or, however, that solely with the Collateral Manager may designate the net 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 additional Subordinated Notes in excess the case of a Risk Retention Issuance, the amount degree of additional Subordinated Notes that would be on a pro rata basis compliance 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; (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 Junior Mezzanine Notes issuance will be effected in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i). (c) Such additional notes of an existing Class may be offered at prices that differ from the applicable initial offering price. (cd) The requirements Any additional notes of this Section 2.13 an existing Class issued as described above will, to the extent reasonably practicable (Additional 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 holdings of Notes of such Class. Notwithstanding the foregoing, the Portfolio Manager and its Affiliates shall not apply be afforded priority to Debt issued or incurredpurchase additional notes to the extent required, as applicabledetermined by the Portfolio Manager in its sole discretion, in connection with a Refinancing or a Re-Pricing (including Re-Pricing Replacement Debt). (d) The Collateral Manager may, to comply 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 UseU.S. Risk Retention Rules. (e) In connection Notwithstanding the foregoing, the Issuer may, with an issuance of additional Debt, additional Class A-1 Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms written consent of the Class A-1 Credit AgreementsPortfolio Manager and the Issuer, at any time issue Junior Mezzanine Notes to any Person for any reason and the proceeds of such issuance shall be treated as Principal Proceeds or Interest Proceeds, as designated by the Portfolio Manager in its sole discretion.

Additional Issuance. (a) At any time during the Reinvestment Period (or, solely in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes or a Risk Retention Issuance onlyIssuance, during and after the Reinvestment Period), the Issuers or the Issuer, as applicable, Issuer may issue and sell (or, in the case of the Class A-1 Loans, incur) additional debt notes of any one or more Classes and/or 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 Notes")) and/or additional notes of any one or more existing Classes and use the net 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 Indenture, subject to satisfaction by the Issuer of an additional issuance of Subordinated Notes and/or Junior Mezzanine Notes (x) at any timethe conditions set forth in Section 3.2 and provided that, 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) the Portfolio Manager, the Retention Holder and a Supermajority of the Interests each consent in writing prior to execution such issuance; provided that, only the consent of the supplemental indenture providing for such issuance, such issuance Portfolio Manager and the Retention Holder shall be required if additional notes are being issued in order to comply with the U.S. Risk Retention Rules; (or, ii) solely in the case of the an additional issuance of any Class A-1 Loans, inucrrence) is consented to by Notes (A) the Collateral Manager and (B) unless other than any such additional issuance that is a Risk Retention Issuance, (I) Issuance or that is being made contemporaneously with a Majority Refinancing or an Optional Redemption 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 OutstandingA-1 Notes), a Majority of the Class A-1A Debt; (ii) in the case of additional Subordinated Notes, the aggregate principal amount of Subordinated A-1 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 Dateconsents to such issuance; (iii) in the case of additional Debt notes of any one or more existing Classes (other than a Risk Retention Issuance), the aggregate principal amount of Notes of such Class issued in 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 debt notes issued must be identical to the respective terms of previously issued Debt Notes of the applicable Class (except that the interest due on additional Secured Debt notes will accrue from the issue date of such additional Secured Debt and notes) and, the interest rate and price of such Debt does notes do not have to be identical to those of the initial Debt Notes of that Class; provided that Class but, in the case of the Notes, the interest rate spread over the Reference Rate and/or fixed may not exceed the 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 applicable to the applicable Class initial Notes of Secured Debt (in each case, taking into account any original issue discount)) and such additional issuance shall not be considered a Refinancing hereunderthat Class; (ivv) in the case of additional Debt 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 additional Subordinated Notes and/or Junior Mezzanine Notes are being issuedissued or in the case of a Risk Retention Issuance, additional Debt notes of all Classes must be issued and such issuance of additional Debt notes 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; (vvii) the Issuer has notified notifies the Rating Agency of such issuance prior to the issuance date; (viviii) the proceeds of any additional Secured Debt notes (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 incurrenceissuance) 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 be applied pursuant to the Priority of Payments; providedPayments or, however, that solely with the Collateral Manager may designate the net 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 additional Subordinated Notes in excess the case of a Risk Retention Issuance, the amount degree of additional Subordinated Notes that would be on a pro rata basis compliance 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; (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, Class C Notes or Class D 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 Junior Mezzanine Notes issuance will be effected in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i). (c) Such additional notes of an existing Class may be offered at prices that differ from the applicable initial offering price. (cd) The requirements Any additional notes of this Section 2.13 an existing Class issued as described above will, to the extent reasonably practicable (Additional 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 holdings of Notes of such Class. Notwithstanding the foregoing, the Portfolio Manager and its Affiliates shall not apply be afforded priority to Debt issued or incurredpurchase additional notes to the extent required, as applicabledetermined by the Portfolio Manager in its sole discretion, in connection with a Refinancing or a Re-Pricing (including Re-Pricing Replacement Debt). (d) The Collateral Manager may, to comply 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 UseU.S. Risk Retention Rules. (e) In connection Notwithstanding the foregoing, the Issuer may, with an issuance of additional Debt, additional Class A-1 Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms written consent of the Class A-1 Credit AgreementsPortfolio Manager and the Issuer, at any time issue Junior Mezzanine Notes to any Person for any reason and the proceeds of such issuance shall be treated as Principal Proceeds or Interest Proceeds, as designated by the Portfolio Manager in its sole discretion.