most senior class of additional securities being issued on the same terms offered to investors generally: • the holders of the Subordinated Securities are notified in writing 30 days prior to such issuance and are afforded an opportunity to purchase the most junior class of additional securities on the same terms offered to investors generally: • an opinion of counsel is delivered to the effect that none of the Issuer. Co-Issuer or the pool of Collateral will be required to register under the Investment Company Act as a result of such issuances: and • an opinion of counsel is delivered to the effect that, for U.S. federal income tax purposes: (i) such issuance will not adversely affect the tax characterization as debt of any Outstanding Class of Notes that was characterized as debt at the time of issuance and (ii) such issuance will not result in the Issuer being treated as engaged in a trade or business within the United States. At any time, the Issuer may, with the consent of the Investment Manager and a Majority of the Subordinated Securities, issue additional Subordinated Securities without issuing additional Notes (an "Additional Equity Issuance"); provided that (x) the Issuer shall comply with the conditions set forth in the Indenture; (y) the purchase price is paid in cash and (4 the holders and beneficial owners of the Subordinated Securities arc notified in writing 30 days prior to such issuance and are afforded an opportunity to purchase additional Subordinated Securities. The proceeds of an Additional Equity Issuance will be treated as Interest Proceeds and/or Principal Proceeds at the discretion of the Investment Manager (on behalf of the Issuer). Subordinated Notes issued in connection with an Additional Equity Issuance will be issued pursuant to a supplemental indenture. The Co-Issuers may issue Replacement Notes in connection with a Refinancing. Surrendered Notes Notes may be tendered without payment by a holder to the Issuer