Common use of Additional Securities Clause in Contracts

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the S&P Rating Condition has been satisfiedwill be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from ACadwalader, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided (x) if such Class is a Class of Floating Rate Notes, that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such additional Secured Notes must also be Fixed Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from ACadwalader, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇▇ & O▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the S&P Rating Condition has been satisfiedwill be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from ACadwalader, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager USActive 54698038.8-58- and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing ClosingFirst Refinancing Date and are Outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i3(b)(1)(iii), (viii) in the case of additional Notes of any one or more existing class of Notes that is treated as debt for U.S. federal income tax purposes, such additional Notes will be issued with a separate CUSIP number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (ix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ixixx) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue or incur as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities issued or incurred at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇▇▇▇ & Oand ▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be unless only Junior Mezzanine Debt treated as indebtedness equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Notes or Junior Mezzanine Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that is pari passu with such additional Notes or Junior Mezzanine Notes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt or Junior Mezzanine Debt that bear a different securities identifier from the Notes Debt or Junior Mezzanine Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuanceissuance or incurrence, as applicable; provided further that (x) if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Debt or Junior Mezzanine Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will or should be debt for U.S. federal income tax purposes is not delivered, such additional Debt or Junior Mezzanine Debt will be issued in the form of definitive, fully registered notes; (vii) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance or incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (ix) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, ORCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCIC and (ixx) an Officer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with the issuance of Additional Debt, additional Class A-1L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Loan Agreement. For the avoidance of doubt, (x) the Class A-1L Lenders may not convert or exchange any portion of the Class A-1L Loans into Notes and (y) the Holders of any Class of Notes may not convert or exchange any portion of such Notes into Class A-1L Loans.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer may (i) issue or the Issuersincur, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the Class A-L1 Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Class A-L1 Loan Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i1) the Collateral Manager, the Retention Holder Holder, a Majority of the Controlling Class and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Controlling Class and a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii2) in the case of an issuance or incurrence, as applicable, of Additional Securities Debt of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii3) the S&P Rating Condition has been satisfied, ; (iv4) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities Debt issued or incurred at such time as Interest Proceeds, ; (v5) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective First Refinancing Date, ; (vi6) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters Tax Advice shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any Additional Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Debt or Junior Mezzanine Debt that is pari passu with such Additional Debt; provided, however, that the Tax Advice described in this clause (A) will not be required with respect to any Additional Debt that bears a different securities identifier from the Debt or Junior Mezzanine Debt of the same Class that is Outstanding at the time of the additional Class A-1 Notes and Class A-2 Notes issuance or incurrence, as applicable; provided further that (x) if Tax Advice to the effect that any Additional Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such Additional Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if Tax Advice to the effect that any Additional Debt will or should be debt for U.S. federal income tax purposes is not delivered, such Additional Debt will be issued in the form of definitive, fully registered notes; (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), and (C) such additional issuance or incurrence, as applicable, will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (7) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viii) 8) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (9) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, OBDC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OBDC and (ix10) an Officerofficer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of additional Debt, additional Class A-L1 Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-L1 Loan Agreement. (e) The Class A-L1 Lenders may convert or exchange any portion of the Class A-L1 Loans into Class A Notes upon the exercise of a Conversion Option in accordance with Section 2.14 hereof, but the Holders of the Class A Notes may not convert or exchange any portion of such Notes into Class A-L1 Loans.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the S&P Rating Condition has been satisfiedwill be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters Tax Advice shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such the additional issuance will not result in the Issuer being treated as an association or a publicly traded partnership, in either case, taxable as a corporation for U.S. federal income tax purposes or becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice other than by operation of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes Subchapter C of Chapter 63 of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuanceCode, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) any additional Preferred Shares or Potential Equity Notes are issued only to holders or beneficial owners that are United States Tax Persons and agree to provide the Issuer, the Collateral Manager and the Trustee with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), (ix) any Additional Notes that are not fungible for U.S. federal income tax purposes with the Outstanding Secured Notes of the same Class will be identified with separate CUSIP numbers, (x) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ixxi) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance issuance, solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) ); or (yii) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is Notes then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall is not be reduced after giving effect to such issuance issuance, unless after giving effect to such issuance issuance, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ Paul Hastings LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Cleary Gottlieb Steen & H▇▇▇▇▇▇▇ Hamilton LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes and or Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion described in this clause (vi) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) in the case of issuance of additional Securities of any one or more existing class of Securities that is treated as debt for U.S. federal income tax purposes, providedsuch additional Securities will be issued with a separate CUSIP number unless the additional Securities is issued pursuant to a “qualified reopening” of the original series, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes is otherwise treated as part of the same Class “issue” of debt instruments as the original series or is issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes; (viii) in the case of issuance of additional Securities that were issued on the Closing Date and are Outstanding at the time of the additional issuancetreated as equity for U.S. federal income tax purposes, (vii) any such additional issuance Securities will be issued in a manner that will allow subject to tax-related transfer restrictions substantially similar to those applicable to the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), Preferred Shares; (viiiix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, unless such Person has consented to such additional issuance; (x) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (ixxi) an Officerofficer’s certificate of the Issuer shall be is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), issue or incur, as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the applicable Class A-RL Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the applicable Class A-RL Loan Agreement, other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i1) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable, (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii2) in the case of an issuance or incurrence, as applicable, of Additional Securities Debt of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii3) the S&P Rating Condition has been satisfied, ; (iv4) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities Debt issued or incurred at such time as Interest Proceeds, ; (v5) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective First Refinancing Date, ; (vi6) a written opinion or advice from A▇▇▇▇▇▇▇ & Oand ▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters (“Tax Advice”) shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 Notes and A Debt or Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, ; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt that bear bears a different securities identifier from the Notes Debt or Junior Mezzanine Debt of the same Class that were issued on the Closing Date and are is Outstanding at the time of the additional issuanceissuance or incurrence, (vii) as applicable; provided further that if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional issuance Debt or Junior Mezzanine Debt will be issued in a manner that will allow subject to tax-related transfer restrictions substantially similar to those applicable to the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), Preferred Shares; (viii7) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (8) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, OCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OCIC and (ix9) an Officerofficer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of additional Debt, additional Class A-RL Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the applicable Class A-RL Loan Agreement. (e) The Class A-RL Lenders may convert or exchange any portion of the Class A-RL Loans into the Class A Notes upon the exercise of a Conversion Option in accordance with Section 2.14 hereof, but the Holders of the Class A Notes may not convert or exchange any portion of such Notes into Class A-RL Loans.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance issuance, solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) ); or (yii) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities Notes is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Global Rating Agency Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall is not be reduced after giving effect to such issuance issuance, unless after giving effect to such issuance issuance, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes and/or additional Preferred Shares are being issued, any additional Class A-1 Notes and Class A-2 Additional Notes will be treated as indebtedness for have the same U.S. federal income tax purposes characterization as debt (and at the same comfort level) as any outstanding Notes that are pari passu with such Additional Note; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, ; (vii) if Preferred Shares and/or Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (viii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viiiix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, unless such Person has consented to such additional issuance; (x) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (ixxi) an Officerofficer’s certificate of the Issuer shall be is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. Such Additional Securities may be offered at prices that differ from the applicable initial offering price. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue or incur, as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred pursuant to this Indenture, if any class of securities issued or incurred pursuant to this Indenture or the Credit Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notes, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities issued or incurred at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇▇ & O▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 A Debt, Class B Notes and Class A-2 C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt that bear a different securities identifier from the Notes Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuanceissuance or incurrence, as applicable; (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (ix) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, ORCC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCC and (ixx) an Officer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the applicable Credit Agreement.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), issue or incur, as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this Indenture, the Class A-1L Credit Agreement or the Class A-2L and ▇-▇ Credit Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture Indenture, the Class A-1L Credit Agreement or the Class A-2L and ▇-▇ Credit Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i1) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable, (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii2) in the case of an issuance or incurrence, as applicable, of Additional Securities Debt of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii3) the S&P Rating Condition has been satisfied, ; (iv4) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities Debt issued or incurred at such time as Interest Proceeds, ; (v5) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi6) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters (“Tax Advice”) shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 Notes and A Debt, Class A-2 B Debt or Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, ; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt that bear a different securities identifier from the Notes Debt of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuanceissuance or incurrence, (vii) as applicable; provided further that if an opinion to the effect that any additional Debt or Junior Mezzanine Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional issuance Debt or Junior Mezzanine Debt will be issued in a manner that will allow subject to tax-related transfer restrictions substantially similar to those applicable to the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), Preferred Shares; (viii7) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (8) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, OCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OCIC and (ix9) an Officerofficer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-1L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-1L Credit Agreement. (e) In connection with an issuance of Additional Debt, additional Class A-2L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-2L and ▇-▇ Credit Agreement. (f) In connection with an issuance of Additional Debt, additional Class ▇-▇ Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-2L and ▇-▇ Credit Agreement.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance issuance, solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) ); or (yii) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is Notes then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall is not be reduced after giving effect to such issuance issuance, unless after giving effect to such issuance issuance, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from ACadwalader, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Additional Notes will be treated as indebtedness for U.S. federal income tax purposes and purposes; provided, however, that the opinion described in this clause (vi) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (vii) in the case of issuance of additional Securities of any one or more existing class of Securities that is treated as debt for U.S. federal income tax purposes, providedsuch additional Securities will be issued with a separate CUSIP number unless the additional Securities is issued pursuant to a “qualified reopening” of the original series, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes is otherwise treated as part of the same Class “issue” of debt instruments as the original series or is issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes; (viii) in the case of issuance of additional Securities that were issued on the Closing Date and are Outstanding at the time of the additional issuancetreated as equity for U.S. federal income tax purposes, (vii) any such additional issuance Securities will be issued in a manner that will allow subject to tax-related transfer restrictions substantially similar to those applicable to the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), Preferred Shares; (viiiix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, unless such Person has consented to such additional issuance; (x) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, OBDC II, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or OBDC II and (ixxi) an Officerofficer’s certificate of the Issuer shall be is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided (x) if such Class is a Class of Floating Rate Notes, that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such additional Secured Notes must also be Fixed Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue or incur, as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the Class A-L Credit Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Class A-L Credit Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable, (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities Debt of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Global Rating Agency Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities Debt issued or incurred at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion or written advice of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Debt and/or additional Preferred Shares are being issued, any additional Class A-1 Notes and Class A-2 Notes Additional Debt will be treated as indebtedness for have the same U.S. federal income tax purposes characterization as debt (and at the same comfort level) as any outstanding Debt that are pari passu with such Additional Debt; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any Additional Debt that bears a different securities identifier from the Debt of the same Class that are Outstanding at the time of the additional issuance; (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, ; (vii) if Preferred Shares and/or Junior Mezzanine Debt will be treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (viii) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viiiix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (x) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (ixxi) an Officerofficer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. Such Additional Debt may be offered at prices that differ from the applicable initial offering price. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Class A-L Credit Agreement.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters Tax Advice shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A-LR Notes, Class A-FR Notes and Class A-2 B-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such the additional issuance will not result in the Issuer being treated as an association or a publicly traded partnership, in either case, taxable as a corporation for U.S. federal income tax purposes or becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice other than by operation of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes Subchapter C of Chapter 63 of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuanceCode, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) any additional Preferred Shares or Potential Equity Notes are issued only to holders or beneficial owners that are United States Tax Persons and agree to provide the Issuer, the Collateral Manager and the Trustee with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), (ix) any Additional Notes that are not fungible for U.S. federal income tax purposes with the Outstanding Secured Notes of the same Class will be identified with separate CUSIP numbers, (x) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ixxi) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “"Junior Mezzanine Notes”)") and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A-1-R Notes and Class A-2 A-2-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “"sponsor” " of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue or incur as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance or incurrence, as applicable, of Additional Securities of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities issued or incurred at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇▇ & O▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 A Debt, Class B Notes and Class A-2 C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt that bear a different securities identifier from the Notes Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuanceissuance or incurrence, as applicable; (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable, (ix) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, ORCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCIC and (ixx) an Officer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Loan Agreement.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance issuance, solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (xwith the consent of the Collateral Manager and the Retention Holder and the approval of a Majority of the Preferred Shares), from time to time, (i) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue issue, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) ); or (yii) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities Notes is then Outstandingoutstanding) (such additional notesdebt, “"Junior Mezzanine Notes”)") and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the no consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall is not be reduced after giving effect to such issuance issuance, unless after giving effect to such issuance issuance, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ Milbank LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ White & H▇▇▇▇▇▇▇ Case LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 unless only Junior Mezzanine Notes and Class A-2 Notes will be treated as indebtedness equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Notes or Junior Mezzanine Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that are pari passu with such additional Notes or Junior Mezzanine Notes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, ; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes or Junior Mezzanine Notes that bear a different securities identifier from the Notes or Junior Mezzanine Notes of the same Class that were was issued on the Closing Date and are Outstanding at the time of the additional issuance; provided further that (x) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any additional Notes or Junior Mezzanine Notes will or should be debt for U.S. federal income tax purposes is not delivered, such additional Notes or Junior Mezzanine Notes will be issued in the form of definitive, fully registered notes; (vii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance issuance, will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section regulations Section 1.1275-3(b)(1)(i), ; (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “"sponsor” " of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, unless such Person has consented to such additional issuance; (ix) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, MIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or MIC and (ixx) an Officer’s certificate of the Issuer shall be is delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) notice has been provided to S&P; provided that satisfaction of the S&P Rating Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class,has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes, Class A-2 Notes and Class A-2 B Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) anyin the case of issuance of Additional Notes of any one or more existing class of Notes that is treated as debt for U.S. federal income tax purposes, such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii)with a separate CUSIP number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (viii) in the case of issuance of additional Notes that are treated as equity for U.S. federal income tax purposes, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (ix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ixixx) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇▇ & O▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A-1-R Notes and Class A-2 A-2-R Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance and (ix) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance issuance, solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) ); or (yii) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is Notes then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes); (iii) the S&P Rating Condition has been satisfied, ; (iv) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, ; (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall is not be reduced after giving effect to such issuance issuance, unless after giving effect to such issuance issuance, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ Milbank LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any Additional Notes will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Notes or Junior Mezzanine Notes that are pari passu with such Additional Note; provided, however, that the advice or opinion described in this clause (A) will not be required with respect to any Additional Notes that bear a different securities identifier from the Notes of the same Class that are Outstanding at the time of the additional Class A-1 Notes and Class A-2 issuance; provided further that (x) if an opinion to the effect that any Additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such Additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, and (y) if an opinion to the effect that any Additional Notes will or should be debt for U.S. federal income tax purposes is not delivered, such Additional Notes will be issued in the form of definitive, fully registered notes; (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or and (C) such additional issuance will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, ; (vii) unless only Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section Section 1.1275-3(b)(1)(i), ; (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance issuance, unless such Person has consented to such additional issuance and issuance; (ix) in the case of an Officerissuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (x) an officer’s certificate of the Issuer shall be is delivered to the Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine NotesDebt, at any time), the Issuer or the Issuers, as applicable, may (xi) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), issue or incur, as applicable, and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Debt and at least a pro rata amount of Preferred Shares) ); or (yii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Notes Debt (or to the most junior class of securities of the Issuer issued or incurred, as applicable, pursuant to this IndentureIndenture or the Loan Agreement, if any class of securities issued or incurred, as applicable, pursuant to this Indenture or the Loan Agreement other than the Securities Debt is then Outstandingoutstanding) (such additional notesdebt, “Junior Mezzanine NotesDebt”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided provided, that the following conditions are met: (i1) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), ; (ii2) in the case of an issuance or incurrence, as applicable, of Additional Securities Debt of existing Classes, the terms of the Securities issued or incurred must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes Debt will accrue from the issue date of such Additional Notes Debt and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes Secured Debt may be lower (or higher) than those of the initial Secured Notes Debt of that Class; provided that (x) if such Class is a Class of Floating Rate Debt, such Additional Notes Debt must also be Floating Rate Notes Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate NotesDebt and (y) if such Class is a Class of Fixed Rate Debt, such Additional Debt must also be Fixed Rate Debt); (iii3) the S&P Rating Condition has been satisfied, ; (iv4) the proceeds of any Additional additional Securities (net of fees and expenses incurred in connection with such issuanceissuance or incurrence, as applicable) shall will be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunderunder this Indenture; provided provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Notes Debt that exceeds the Preferred Shares’ proportional share of the Additional Securities Debt issued or incurred at such time as Interest Proceeds, ; (v5) the Overcollateralization Ratio with respect to each Class of Secured Notes shall Debt is not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, ; (vi6) a written opinion or advice from A▇▇▇▇▇▇▇ & Oand ▇▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be unless only Junior Mezzanine Debt treated as indebtedness equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Debt or Junior Mezzanine Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Debt or Junior Mezzanine Debt that is pari passu with such additional Debt or Junior Mezzanine Debt and (B) such additional issuance or incurrence, as applicable, will not result in the Issuer becoming subject to U.S. federal income tax with respect to its on a net income basis (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, ; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Debt or Junior Mezzanine Debt that bear bears a different securities identifier from the Notes Debt or Junior Mezzanine Debt of the same Class that were was issued or incurred on the Closing Date and are is Outstanding at the time of the additional issuanceissuance or incurrence, as applicable; (vii7) if Preferred Shares and/or Junior Mezzanine Notes treated as equity in the Issuer for U.S. federal income tax purposes are being issued, such Preferred Shares and/or Junior Mezzanine Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (8) unless only Junior Mezzanine Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such additional issuance or incurrence, as applicable, will be issued or incurred in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section regulations Section 1.1275-3(b)(1)(i), ; (viii9) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (10) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC and (ix11) an Officerofficer’s certificate of the Issuer shall be is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes Debt of an existing Class shall rank pari passu in all respects with the initial Notes Debt of that Class. (c) Any Additional Securities of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency. (d) In connection with an issuance of additional Debt, additional Class A-1L Loans may be incurred (in loan form only) and will be borrowed pursuant to the terms of the Loan Agreement. For the avoidance of doubt, (x) the Class A-1L Lenders may not convert or exchange any portion of the Class A-1L Loans into Notes and (y) the Holders of any Class of Notes may not convert or exchange any portion of such Notes into Class A-1L Loans.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Secured Notes, at any time), the Issuer or the Issuers, as applicableIssuer, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes Securities and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and ArticlesFiscal Agency Agreement) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstandingoutstanding) (such additional notesNotes, “Junior Mezzanine Secured Notes”)) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) the Collateral Manager, Manager and the Retention Holder consent to such issuance and such issuance is approved by a Majority of the Preferred Shares consent to such issuance (provided that the such consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU EU/UK Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Secured Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Secured Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that that, such Additional Secured Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes, (iii) the S&P Rating Condition has been satisfied, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Secured Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each the Class of Secured C Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇ & O▇▇▇▇ LLP or C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters (“Tax Advice”) shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 A Notes, Class B Notes and Class A-2 C Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Notes Additional Securities that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance; provided further that if an opinion to the effect that any additional Notes will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Notes will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) in the case of additional Notes of any one or more existing Class of Notes that is treated as debt for U.S. federal income tax purposes, such additional issuance Notes will be issued with a separate securities identifier number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i)each case for U.S. federal income tax purposes, (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU EU/UK Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance, (ix) in the case of an issuance of Junior Mezzanine Secured Notes, such Junior Mezzanine Secured Notes may not have a stated maturity earlier than the earliest Stated Maturity of any Secured Notes Outstanding, unless a Majority of the Controlling Class consents and (ixx) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. Such additional Securities may be offered at prices that differ from the applicable initial offering price. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Secured Notes of an existing Class shall rank pari passu in all respects with the initial Secured Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU EU/UK Retention Deficiency.

Additional Securities. (a) At any time during the Reinvestment Period (or, in the case of an issuance solely of additional Preferred Shares or Junior Mezzanine Notes, at any time), the Issuer or the Issuers, as applicable, may (x) with the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed), issue and sell additional Securities of each existing Class of Securities (on a pro rata basis with respect to each Class of Secured Notes and at least a pro rata amount of Preferred Shares) or (y) issue and sell additional Preferred Shares (subject to and in accordance with the Memorandum and Articles) or notes of any one or more new classes of notes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Securities is then Outstanding) (such additional notes, “"Junior Mezzanine Notes”"); provided that (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU Retention Deficiency), (ii) in the case of an issuance of Additional Securities of existing Classes, the terms of the Securities issued must be identical to the respective terms of previously issued Securities of the applicable Class (except that the interest due on Additional Notes will accrue from the issue date of such Additional Notes and the spread or fixed rate of interest (after giving effect to any original issue discount) of such Additional Notes may be lower (or higher) than those of the initial Secured Notes of that Class; provided that (x) if such Class is a Class of Floating Rate Notes, such Additional Notes must also be Floating Rate Notes and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Notes and (y) if such Class is a Class of Fixed Rate Notes, such Additional Notes must also be Fixed Rate Notes), (iii) the S&P Rating Condition notice has been satisfiedprovided to the Rating Agencies; provided that satisfaction of the Global Rating Agency Condition will be required if any Additional Notes are issued with an interest rate that is higher than those of the current debt of that Class, (iv) the proceeds of any Additional Securities (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance of additional Preferred Shares or Junior Mezzanine Notes that exceeds the Preferred Shares’ proportional share of the Additional Securities issued at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to each Class of Secured Notes shall not be reduced after giving effect to such issuance unless after giving effect to such issuance the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion or advice from A▇▇▇▇▇ & O▇▇▇▇▇ LLP or C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the Collateral Manager and the Trustee, to the effect that (A) any additional Class A-1 Notes and Class A-2 Notes will be treated as indebtedness for U.S. federal income tax purposes and (B) such additional issuance will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in clause (A) above will not be required with respect to any additional Notes that bear a different securities identifier from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance, (vii) any such additional issuance will be issued in a manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(i), (viii) none of the Issuer, the Collateral Manager, the Retention Holder or any “"sponsor” " of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such additional issuance unless such Person has consented to such additional issuance, (ix) in the case of an issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, ORCC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or ORCC and (ixx) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Securities shall be payable commencing on the first Payment Date following the issue date of such Additional Securities (if issued prior to the applicable Record Date). The Additional Notes of an existing Class shall rank pari passu in all respects with the initial Notes of that Class. (c) Any Additional Securities of any Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Securities is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU Retention Deficiency.