Common use of Redemption Procedures Clause in Contracts

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days One Business Day prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) deposit with the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease Paying Agent immediately available funds in an amount sufficient to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shallpay, on the Redemption Date, become due and payable at the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption price therein specifiedwith respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and from and after such date (unless the Company shall default in has paid to the payment Paying Agent the Redemption Price of the redemption price and accrued interest) the Debenture shall cease Notes to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticebe redeemed, the Debenture shall be paid by the Company at the redemption pricethen, together with accrued interest to on the Redemption Date. , the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (d) and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If the Debenture shall any Notes called for redemption are not be so paid upon surrender thereof for redemption, the principal Redemption Price shall, until paid, bear interest from the Redemption Date at the rate borne by Coupon Rate. In exchange for the Debentureunredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.

Redemption Procedures. (a) Notice At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (30i) nor more than sixty the redemption date; (60ii) days prior the redemption price; (iii) the name and address of the Paying Agent; (iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price; (v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and (vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, to the Holder, at Property Trustee shall give the address appearing notice of redemption in the Debenture Register Trust's name and to the Company at its principal place of businessexpense. (b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed. (c) Once notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the is mailed as provided in Section 7.4(a), Securities called for redemption price will become due and payable on the Debenture redemption date and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of at the redemption price. Any A notice that is mailed in of redemption may not be conditional. Upon surrender to the manner herein provided Paying Agent, such Securities shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable paid at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of plus accumulated Distributions to the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datedate. (d) If On or before the redemption date; PROVIDED that the Debenture shall not be so Issuer has paid upon surrender thereof for redemptionthe Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the principal shallProperty Trustee shall deposit with the Paying Agent money sufficient to pay the redemption price of and accumulated and unpaid Distributions, until paidif any, bear interest on all Securities to be redeemed on that date. (e) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Redemption Date at the rate borne open market or by the Debentureprivate agreement.

Redemption Procedures. (a) Notice In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption shall to holders of the Securities of such series to be given redeemed by first-mailing, first class mail, postage prepaid, mailed a notice of such redemption not less than thirty (30) nor 30 days and not more than sixty (60) 60 days prior before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption priceSecurity Register. Any notice that which is mailed in the manner herein provided shall be conclusively presumed to have been given duly given, whether or not the Holder registered holder receives said the notice. (c) Notice . In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption having been given as aforesaidthe Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Debenture shalldate fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the Redemption Datedate fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, become due if any), specify the date fixed for redemption and payable at the redemption price therein specifiedat which Securities of that series are to be redeemed, and from and after such date (unless the Company shall default in the state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and accrued interest) the Debenture shall cease to bear interest. Upon surrender of such Securities, that interest accrued to the Debenture date fixed for redemption will be paid as specified in accordance with said notice, the Debenture shall be paid by the Company at that from and after said date interest will cease to accrue and that the redemption priceis for a sinking fund, together with accrued interest if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the Redemption Dateholders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. (db) If The Company shall give the Debenture Trustee at least 45 days' notice in advance of the date fixed for redemption (unless the Trustee shall not agree to a shorter period) and, in the case of redemption of less than all the Securities of a series, as to the aggregate principal amount of Securities of the series to be so paid upon surrender thereof redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and which may provide for redemptionthe selection of a portion or portions (equal to $1,000 or any integral multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such Securities of a denomination larger than $1,000 (subject as aforesaid), the principal shallSecurities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, until paidin whole or in part. The Company may, bear interest from if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Redemption Date at Trustee or any paying agent to call all or any part of the rate borne Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the DebentureTrustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.

Redemption Procedures. (a) Notice If fewer than all of redemption shall the principal of and accrued interest on the Notes are to be given by first-class mailredeemed, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place shall redeem a pro rata portion of businesseach Note then outstanding. (b) The At least 30 days but not more than 60 days before a redemption pursuant to Section 3, the Company shall mail a notice of redemption shall stateto each Holder whose Notes are to be redeemed. The notice shall: (ai) identify the Redemption DateNotes to be redeemed and shall state the redemption date; (bii) state the redemption price; (iii) indicate, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (iv) state that Notes called for redemption must be surrendered to the Company to collect the redemption price; and (v) state that interest on the Redemption Date Notes called for redemption ceases to accrue on and after the redemption price date, unless the Company has defaulted on the payment of the redemption price. (c) In the event a Mandatory Redemption Event shall occur, at the sole option of the Holders of a majority in principal amount of the Notes, Holders may elect to have the Company mandatorily redeem Notes pursuant to Section 4 by mailing a notice of such election to the Company within 60 days of the occurrence of such Mandatory Redemption Event. The notice shall: (i) identify the Notes to be redeemed and shall state the date upon which the Mandatory Redemption Event occurred; (ii) state the redemption date (as set forth in subsection (d)); and (iii) indicate, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued. (d) The redemption date with respect to any redemption effected in the case of a Mandatory Redemption Event shall be a date not earlier than the fifth day nor later than the 30th day following the receipt by the Company of the notice thereof pursuant to Section 5(c). (e) Once notice of redemption is given, Notes called for redemption become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (df) If the Debenture shall not be so paid upon Upon surrender thereof for redemptionof a Note that is redeemed in part, the Company shall issue a new Note equal in principal shall, until paid, bear interest from amount to the Redemption Date at unredeemed portion of the rate borne by the DebentureNote surrendered.

Redemption Procedures. In connection with any redemption pursuant to Section 11.01 hereof: (a) Notice in the case of redemption shall be given by first-class mailan Optional Redemption, postage prepaidthe Issuer shall, mailed not less than thirty (30) nor more than sixty (60) at least 15 days prior to the Redemption Date, notify the Trustee and the Holders of the Notes in writing of the Optional Redemption and, in the case of an Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to the HolderRedemption Date, at notify the address appearing Holders of the Notes in writing of the Debenture Register and to the Company at its principal place of business.Auction Call Redemption; (b) The notice in the case of redemption an Optional Redemption, the Issuer and, in the case of the Auction Call Redemption, the Winning Bidder, shall state: (a) deposit in the Collection Account on the Business Day immediately preceding the Redemption Date; Date at least the amounts described in Section 11.02(c); (bc) that in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of the Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and sum of (cA) the place where Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaidNoteholders, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticeTransferor, the Debenture shall be paid by the Company at the redemption price, together with accrued interest Trustee (including any expenses related to the Redemption Date.Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and (d) If upon delivery to the Debenture shall not be so paid upon surrender thereof for redemptionTrustee, the principal shallNoteholders, until paidthe Custodian, bear interest the Paying Agent, and the Back-up Servicer of such documents and an Officer’s Certificate from the Redemption Date at Servicer certifying that (1) the rate borne by amounts required to be deposited into the DebentureCollection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, the Trustee shall release its interest in the entire Collateral as provided in Section 11.05.

Redemption Procedures. (a) Notice In the case of redemption shall be given by first-class mailredemption, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The upon notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given pursuant to Section 2.04(a) or (b), as aforesaidapplicable, the Debenture Notes to be so redeemed shall, on the Redemption Dateredemption date, become due and payable at the redemption price Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price Redemption Price and accrued interest, if any) the Debenture such Notes shall cease to bear or accrue any interest. Upon surrender of the Debenture Notes for redemption in accordance with said notice, the Debenture such Notes shall be paid by the Company at the redemption priceRedemption Price, together with any accrued but unpaid interest to, but not including, the redemption date provided that installments of interest whose Stated Maturity Date is on or prior to the Redemption redemption date will be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 2.10, unless, in connection with a redemption date falling on an Interest Payment Date., the Notes of the particular series provide that interest payable on an Interest Payment Date that is a redemption date shall be paid to the Person to whom principal is payable. In case of any redemption by the Company, the Company shall, at least forty-five (45) days prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to the Indenture Trustee), notify the Indenture Trustee by an Officer's Certificate of such redemption date, and of the principal amount of Notes to be redeemed. In the case of any redemption of Notes (i) prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or (ii) which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officer's Certificate evidencing compliance with such restriction or condition. All notices to Holders of redemption shall state: (di) the redemption date; (ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof; (iii) that on the redemption date the Redemption Price will become due and payable on the Notes to be redeemed and that interest thereon will cease to accrue on and after said date; and (iv) the place or places where the Notes to be redeemed are to be surrendered for payment of the Redemption Price. Notice of redemption of Notes to be redeemed by the Company shall be given by the Company or, at the Company's request, by the Indenture Trustee in the name and at the expense of the Company. If less than all Notes of a series are to be redeemed (unless such redemption affects only a single Note), the Debenture particular Notes of such series to be redeemed shall be selected not more than seventy-five (75) days prior to the redemption date by the Indenture Trustee from the Outstanding Notes of such series not previously called for redemption, by such method as the Indenture Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Note of such series; provided that the unredeemed portion of the principal amount of any Note of such series shall be in an authorized denomination (which shall not be so paid upon surrender thereof less than the minimum authorized denomination) for redemptionNotes of such series. The Indenture Trustee shall promptly notify the Company in writing of the Notes selected for redemption as aforesaid and, in the case of any Notes of a series selected for partial redemption as aforesaid, the principal shallamount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Note, until paidwhether such Note is to be redeemed in whole or in part. In the case of any such redemption in part, bear interest from the Redemption Date at unredeemed portion of the rate borne by principal amount of the DebentureNote shall be in an authorized denomination (which shall not be less than the minimum denomination) for such Note. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The A notice of redemption shall state: delivered pursuant to Section 3.2 (athe “Redemption Notice”) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment or Mandatory Change of the redemption price. Any notice that is Control Offer, if mailed in the manner herein provided provided, shall be conclusively presumed to have been given duly given, whether or not the Holder receives said such notice. In any case, failure to give such Redemption Notice or Mandatory Change of Control Offer by mail or any defect in the Redemption Notice or Mandatory Change of Control Offer to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. With respect to a Note that is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and after the date of redemption thereof, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. (b) If fewer than all of the outstanding Notes are to be redeemed pursuant to a Redemption Notice, the Issuer shall select the Notes to be redeemed on a pro rata basis. (c) Notice The Issuer may not redeem any Notes pursuant to Section 3.2 on any date if the principal amount of redemption having the Notes has been given as aforesaid, accelerated in accordance with the Debenture shallterms of the Notes and such acceleration has not been rescinded, on or prior to the Redemption Date, become due and payable at Date (except in the redemption price therein specified, and case of an acceleration resulting from and after such date (unless an Event of Default by the Company shall default Issuer in the payment of the redemption price and accrued interest) the Debenture shall cease with respect to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datesuch Notes). (d) If In the Debenture event of any redemption of the Notes in accordance with this Section 3.4, the Issuer shall not be required to issue, register the transfer of or exchange any Note during the fifteen (15) calendar day period prior to the date on which the Redemption Notice is deemed to have been given to all Holders of Notes to be redeemed, or register the transfer of or exchange any Notes so paid upon surrender thereof selected for redemption, in whole or in part, except the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debentureportion of any Notes being redeemed in part that shall not be redeemed.

Redemption Procedures. In connection with any redemption pursuant to Section 11.01 hereof: (a) Notice in the case of redemption shall be given by first-class mailan Optional Redemption, postage prepaidthe Issuer shall, mailed not less than thirty at least ten (30) nor more than sixty (6010) days prior to the Redemption Date, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Optional Redemption and, in the case of a Mandatory Redemption, the Issuer shall, as soon as reasonably practical after the Mandatory Redemption Event, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Mandatory Redemption. In the case of an Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to the HolderRedemption Date, at notify the address appearing Holders of the Notes in writing of the Debenture Register and to the Company at its principal place of business.Auction Call Redemption; (b) The notice in the case of redemption an Optional Redemption or Mandatory Redemption, the Issuer shall state: (a) deposit in the Collection Account on or prior to the Redemption Date; Date at least the amounts described in Section 11.02(c). In the case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date at least the amounts described in Section 11.02(c); (bc) that in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of a Mandatory Redemption or Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and sum of (cA) the place where Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Debenture is Noteholders, or to be surrendered for payment of or by the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaidSeller , the Debenture shall, on Trustee (including any expenses related to the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticeAuction Call Redemption), the Debenture shall be paid by Securities Intermediary, the Company at Custodian, the redemption priceBack-up Servicer, together with accrued interest to the Redemption Date.Administrative Agent, each Hedge Provider (if any) and the Servicer, under the Transaction Documents; and (d) If upon delivery to the Debenture shall not be so paid upon surrender thereof for redemptionTrustee, the principal shallNoteholders, until paidthe Custodian, bear interest the Paying Agent, the Administrative Agent, each Hedge Provider (if any) and the Back-up Servicer of such documents and an Officer’s Certificate from the Redemption Date at Servicer certifying that (1) the rate borne by amounts required to be deposited into the DebentureCollection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, the Trustee shall release its interest in the entire Collateral as provided in Section 11.05.

Redemption Procedures. The Company will mail, or cause to be mailed, a notice of redemption to each Holder (awhich, in the case of the Global Notes, will be DTC) at least 10 days and not more than 60 days prior to the relevant Early Redemption Date, to the address of each holder as it appears on the register maintained by the Registrar. Notices of redemption will also be published as set forth under Section 10.1 of the Indenture. Any optional redemption or notice of any optional redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or financing, or other offering or financing, or the occurrence of another corporate transaction or event. In addition, if any such optional redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied and a new redemption date will be set by the Company in accordance with applicable DTC procedures, or such optional redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. A partial redemption of the Notes shall be effected in compliance with the requirements of DTC, or if such Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis, or by such method as the Trustee deems fair and appropriate provided, however, that the selection for redemption of a portion of the principal amount of Notes held by a Holder must be equal to an authorized denomination. The Company has been advised that it is DTC’s practice to determine by the lot the amount of each participant in the securities to be redeemed. Except in the case of a default in payment of the applicable Early Redemption Price, on and after the relevant Early Redemption Date, interest will cease to accrue on the Notes. Notice of any redemption shall be given mailed by first-class mail, postage prepaid, mailed at least 10 but not less than thirty (30) nor more than sixty (60) 60 days prior before the redemption date to Holders of Notes to be redeemed at their respective registered addresses. For so long as the Redemption DateNotes are listed on the SGX-ST, to and the Holderrules of such Exchange require, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice shall cause notices of redemption to also be published as provided under Section 10.1 of the Indenture. Notes called for redemption shall state: (a) the Redemption Date; (b) that become due on the Redemption Date date fixed for redemption. The Company shall pay the redemption price will become due for any Note together with accrued and payable on the Debenture and that unpaid interest thereon will through the date of redemption. On and after the redemption date, interest shall cease to accrue on and after said date; and (c) Notes called for redemption as long as the place where Company has deposited with the Debenture is to be surrendered for payment Paying Agent funds in satisfaction of the applicable redemption priceprice pursuant to the Indenture. Any notice that is mailed in Upon redemption of any Notes by the manner herein provided Company, such redeemed Notes shall be conclusively presumed to have been given whether or not the Holder receives said noticecancelled. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice The Company shall give notice of redemption shall be given any Redemption by first-class mail, postage prepaid, mailed not less than thirty (30) 30 days nor more than sixty (60) 60 days prior to the Redemption Datedate fixed for such redemption, to each holder of record of the Holder, Common Stock to be redeemed appearing on the stock books of the Company as of the date of such notice at the address appearing in of said holder shown therein. Such notice to any holder shall state the Debenture Register redemption date; the number of shares to be redeemed and the number (and the identification) of shares to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Datebe redeemed from such holder; (b) that on the Redemption Date the redemption price will become due (which shall be determined by the Company Board and payable on the Debenture such determination shall be final), and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is shares to be redeemed shall be presented and surrendered for payment of the redemption priceprice therefor. Any notice that which is mailed in the manner herein provided shall be conclusively presumed to have been given duly given, whether or not the Holder stockholder receives said such notice, and failure duly to give such notice by mail, or any defect in such notice, to any holder of shares of the Common Stock to be redeemed shall not affect the validity of the proceedings for the redemption of any other shares of the Common Stock. (b) If notice of redemption of shares of Common Stock to be redeemed on a redemption date shall have been duly given, and if the Company deposits in cash the aggregate redemption price of such shares in a Trust for the pro rata benefit of the holders of such shares prior to such redemption date, then from and after the time of such deposit, or, if no such deposit is made, then upon such redemption date (if on or before such redemption date all funds in cash necessary for redemption of such shares shall have been set aside by the Company, separate and apart from its other funds, in trust for the pro rata benefit of the holders of such shares, so as to be and continue to be available therefor), and notwithstanding that any certificate representing any such shares shall not have been surrendered for cancellation, (i) the holders of such shares shall cease to be stockholders with respect to such shares, (ii) such shares shall no longer be deemed to be outstanding and shall no longer be transferable on the books of the Company and (iii) such holders shall have no interest in or claim against the Company with respect to such shares except only the right to receive from the Company the amount payable on redemption thereof, without interest (or, in the case of such deposit, from such bank or trust company the funds so deposited, without interest), upon surrender of the certificates representing such shares on or after the redemption date (or, in the case of such deposit, at any time after such deposit). Any funds so deposited in a Trust and unclaimed at the end of two years from the date fixed for redemption shall, to the extent permitted by law, be repaid to the Company upon its request, after which the holders of such shares shall look only to the Company for payment thereof. (c) Notice Any Redemption shall be effected only out of redemption having been given as aforesaidfunds legally available for such purpose. If on any date the Company is required to redeem any shares of Common Stock pursuant to a Redemption and does not have sufficient funds legally available to redeem all such shares on such date, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in use any funds which are legally available to redeem such portion of all such shares pro rata (as nearly as may be) on such redemption date as such funds are sufficient therefor and shall redeem the payment remaining shares of Common Stock on the earliest practicable date next following the day on which the Company shall first have funds legally available for the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datesuch shares. (d) If The shares of Common Stock to be redeemed shall be determined pro rata among all holders of Common Stock, according to the Debenture respective number of shares of Common Stock held by such holders. In the event that less than all of the shares represented by any certificate evidencing shares of Common Stock are redeemed, the Company shall forthwith (or cause a transfer agent for the Common Stock to) issue a new certificate representing the unredeemed shares, in accordance with the provisions of this Article III, subject to the applicable escheat laws. (e) Upon any redemption of shares of Common Stock, the shares of Common Stock so redeemed shall be cancelled and shall revert to authorized but unissued Common Stock, and the number of shares of Common Stock which the Company shall have authority to issue shall not be so paid upon surrender thereof for decreased by such redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption shall to holders of the Securities of such series to be given redeemed by first-mailing, first class mail, postage prepaid, mailed a notice of such redemption not less than thirty (30) nor 30 days and not more than sixty (60) 60 days prior before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption priceSecurity Register. Any notice that which is mailed in the manner herein provided shall be conclusively presumed to have been given duly given, whether or not the Holder registered holder receives said the notice. (c) Notice . In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption having been given as aforesaidthe Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Debenture shalldate fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the Redemption Datedate fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, become due if any), specify the date fixed for redemption and payable at the redemption price therein specifiedat which Securities of that series are to be redeemed, and from and after such date (unless the Company shall default in the state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and accrued interest) the Debenture shall cease to bear interest. Upon surrender of such Securities, that interest accrued to the Debenture date fixed for redemption will be paid as specified in accordance with said notice, the Debenture shall be paid by the Company at that from and after said date interest will cease to accrue and that the redemption priceis for a sinking fund, together with accrued interest if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the Redemption Dateholders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. (db) If The Company shall give the Debenture Trustee at least 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall not agree to a shorter period) and, in the case of redemption of less than all the Securities of a series, as to the aggregate principal amount of Securities of the series to be so paid upon surrender thereof redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and which may provide for redemptionthe selection of a portion or portions (equal to $1,000 or any integral multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such Securities of a denomination larger than $1,000 (subject as aforesaid), the principal shallSecurities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, until paidin whole or in part. The Company may, bear interest from if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Redemption Date at Trustee or any paying agent to call all or any part of the rate borne Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the DebentureTrustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.

Redemption Procedures. To exercise its Company Redemption Right pursuant to this Section 10(b), the Company must, no later than 5:00 p.m., New York City time, on the date that is no more than one hundred twenty (a) Notice of redemption shall be given by first-class mail120), postage prepaid, mailed not nor less than thirty (30) nor more than sixty (60) ), calendar days prior to the Designated Redemption Date, deliver written notice thereof (a “Notice of Company Redemption”) to each Holder of Series A Preferred Stock then-outstanding and the Transfer Agent. On such Designated Redemption Date, the Company shall deliver or cause to be delivered to each Holder cash by wire transfer, equal to the Redemption Price of the shares of Series A Preferred Stock then-held by such Holder. On the Designated Redemption Date, at the address appearing in the Debenture Register and each Holder shall, on or prior to the Company at its principal place Designated Redemption Date, surrender to the Transfer Agent the certificates representing the shares of business. (b) The notice Series A Preferred Stock to be redeemed by the Company; provided, however, for the avoidance of doubt, any failure by the Holder to surrender such Holder’s certificates representing the shares of Series A Preferred Stock to be redeemed shall not delay the associated redemption and the redemption shall state: (a) be deemed to occur automatically on the Designated Redemption Date upon the transfer of the Redemption Date; Price of the shares of Series A Preferred Stock then-held by such Holder to such Holder. For the avoidance of doubt, a Holder shall be permitted to deliver a Conversion Notice at any time prior to the date that is two (b2) that on Business Days prior to the Designated Redemption Date and exercise its conversion rights pursuant to, and in accordance with the redemption price will become due conversion procedures set forth in, Section 6. From and payable after the Designated Redemption Date on which the Debenture and that interest thereon will Company has redeemed any share of Series A Preferred Stock in accordance with the provisions of this Section 10(b), (i) Dividends shall cease to accrue on and after said date; such share, (ii) such share shall no longer be deemed outstanding and (ciii) the place where the Debenture is all rights with respect to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture share shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Dateand terminate. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (ai) Notice For purposes of this statement of designation, "Redemption Date" shall refer to the Maturity Date or any Optional Redemption Date, and the applicable redemption price per share as at such Redemption Date is hereinafter referred to as the "Redemption Price." At least 20 but not more than 60 days prior to any Redemption Date, written notice shall be given by first-class mailmailed, first class, postage prepaid, mailed not less than thirty to each holder of record of Series A Preferred Stock to be redeemed, at his or its post office address last shown on the records of the Company, notifying such holder of the number of shares so to be redeemed, calling upon such holder to surrender to the Company, in the manner and at the place designated, its certificate or certificates representing the shares to be redeemed (30such notice is hereinafter referred to as the "Redemption Notice") nor more than sixty (60) days and stating the Redemption Price for such shares to be redeemed. On or prior to each Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares, together with any accrued but unpaid dividends on such shares to the Redemption Date, shall be payable to the Holderorder of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, at a new certificate shall be issued representing the address appearing unredeemed shares. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series A Preferred Stock designated for redemption in the Debenture Register and to Redemption Notice as holders of Series A Preferred Stock of the Company at its principal place (except the right to receive the Redemption Price without interest upon surrender of businesstheir certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. (bii) The notice of redemption Neither failure to mail a Redemption Notice, nor any defect therein or in the mailing thereof, to any particular holder shall state: (a) affect the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment sufficiency of the notice or the validity of the proceedings for redemption pricewith respect to any other holder. Any notice that is Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder holder receives said the notice. (ciii) If the Redemption Notice of redemption having has been given as aforesaid, the Debenture pursuant to this Section 4 and any holder of shares of Series A Preferred Stock to be redeemed shall, prior to the close of business on the Redemption Date, become due and payable at give written notice to the Company pursuant to Section 7(c) of the conversion of any or all of the shares to be redeemed held by the holder, then the redemption price therein specifiedshall not become effective as to the shares to be converted and the conversion shall become effective as provided in Section 7(c), whereupon any funds deposited by the Company, or on its behalf, with a paying agent or segregated and from and after such date (unless the Company shall default held in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid trust by the Company at for the redemption price, together with accrued interest of such shares shall (subject to any right of the holder of such shares to receive the dividend payable thereon as provided in Section 7 below) immediately upon such conversion be returned to the Redemption Date. (d) If Company or, if then held in trust by the Debenture Company, shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest discharged from the Redemption Date at the rate borne by the Debenturetrust.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.2 or 9.3, the written direction required thereby shall be provided to the Issuer, the Trustee, the Class A-1L Loan Agent and the Collateral Manager not later than 30 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the applicable Redemption Date (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by first-first class mail, postage prepaid, mailed not less later than thirty (30) nor more than sixty (60) days four Business Days prior to the applicable Redemption Date, Date to the each Holder of NotesDebt at such Holder, at the ’s address appearing in the Debenture Register (or the Class A-1L Loan Register in the case of the Class A-1L Lenders) and to the Company at its principal place of businessRating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Notes to be redeemed; (biii) all of the Classes of Secured NotesDebt that are to be redeemed are to be redeemed in full and that interest on such Secured NotesDebt shall cease to accrue on the Redemption Date specified in the redemption price will become due and payable notice; (iv) whether ▇▇▇▇▇▇ Classes of Secured NotesDebt are to be redeemed in full on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) such Redemption Date and, if so, the place or places where the Debenture is Secured Notes are to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided Redemption Prices, which shall be conclusively presumed the office or agency of the Co-Issuers to have been given be maintained as provided in Section 7.2; and (v) whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or not places where the Holder receives said noticeSubordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2. (c) Notice The Issuer may (or if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption having been given as aforesaiddelivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the Business Day immediately preceding the scheduled Redemption Date. In addition, the Debenture shall, Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.3 in connection with a Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date, become due and payable at . The Issuer shall provide notice of any such withdrawal to the redemption price therein specified, and from and after such date (unless Rating Agency. The failure to effect any Optional Redemption which is withdrawn by the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption Issuer in accordance with said notice, the Debenture this Indenture or with respect to which a Refinancing fails to occur shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datenot constitute an Event of Default. (d) If Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Debenture Co-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of any Notes selected for redemption shall not be so paid impair or affect the validity of the redemption of any other NotesObligations . (e) Unless Refinancing Proceeds are being used to redeem the Secured NotesDebt in whole or in part, upon surrender thereof for redemptionreceipt of a notice of redemption of the Secured NotesDebt pursuant to Section 9.2(a) or Section 9.3, the principal shallCollateral Manager in its sole discretion shall direct the sale or sales (and the manner thereof) of all or part of the Collateral Obligations and other Assets in an amount sufficient such that the proceeds from such sale or sales and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured NotesDebt and to pay all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i), until paidas more particularly set forth in Section 9.4(f) below. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all of the Secured NotesDebt and to pay such fees and expenses, bear interest from the Secured NotesDebt may not be redeemed. The Collateral Manager, in its sole discretion, may effect the sale or sales of all or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement. (f) Unless Refinancing Proceeds are being used to redeem the Secured NotesDebt in whole or in part, in the event of any redemption pursuant to Section 9.2 or 9.3, no Secured NotesDebt may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) were rated, or guaranteed by a Person whose short-term unsecured debt obligations were rated, at least “A-” by S&P on the applicable trade date or trade dates to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i), and redeem all of the Secured NotesDebt on the scheduled Redemption Date at the rate borne applicable Redemption Prices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, the product of its Principal Balance and its Market Value (provided that Market Value shall not be determined pursuant to clause (iv) or (v) of the definition thereof) (expressed as a percentage of the par amount of such Collateral Obligation), shall exceed the sum of (x) the aggregate Redemption Prices of the Outstanding Secured NotesDebt and (y) all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i). Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(f) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(f). Any holder of Notes, the Collateral Manager or any of the Collateral Manager’s Affiliates or accounts managed by the Collateral Manager or any of its Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) 30 nor more than sixty (60) 60 days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice of Not more than 60 nor less than 30 days prior to the redemption shall be given date, notice by first-first class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior shall be given to the Redemption Date, each Holder of Debentures to the Holderbe redeemed, at such Holder’s address as it shall appear upon the address appearing in stock transfer books of the Debenture Register and to the Company at its principal place of business. (b) The Company. Each such notice of redemption shall state: (a) specify the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered date fixed for payment of redemption, the redemption price, the place or places of payment and that payment will be made upon presentation and surrender of the Debentures to be redeemed. Any notice that is mailed in the manner as herein provided shall be conclusively presumed to have been given duly given, whether or not the Holder receives said such notice. (c) Notice ; and failure to give such notice by mail, or any defect in such notice, to the Holders of any Debentures designated for redemption shall not affect the validity of the proceedings for the redemption of any other Debenture. On or after the date fixed for redemption as stated in such notice, each Holder of the Debentures called for redemption shall surrender such Debentures to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. Upon surrender of a Debenture that is redeemed in part, a new Debenture equal in principal amount to the unredeemed portion of the Debenture surrendered shall be issued to the Holder. If such notice of redemption having shall have been given as aforesaid, the Debenture shallso mailed and if, on the Redemption Date, become due and payable at or prior to the redemption price therein specifieddate specified in such notice all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds, in trust for the account of the Holders of the Debentures so to be redeemed (so as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for the Debentures so called for redemption shall not have been surrendered for cancellation, all Debentures with respect to which such notice shall have been mailed and such funds which shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate, except the right of the Holders thereof to receive the amount payable on redemption thereof (including an amount equal to accrued and unpaid interest to the redemption date) without interest thereon. However, if such notice of redemption shall have been so mailed and if, prior to the redemption date specified in such notice, all said funds necessary for such redemption shall have been irrevocably deposited in trust, for the account of the Holders of the Debentures so to be redeemed (so as to be and continue to be available therefor), with a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia (or a corporation or other person permitted to act as a trustee by the Securities and Exchange Commission) authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, then, upon the making of such irrevocable deposit and without awaiting the redemption date, all Debentures with respect to which such notice shall have been so mailed and such funds which shall have been so irrevocably deposited shall be deemed to be no longer outstanding, and from all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate except the right of the Holders thereof on or after such the redemption date to receive out of the funds so irrevocably deposited in trust the amount payable upon redemption thereof (unless including an amount equal to accrued and unpaid interest to the Company redemption date) without interest thereon. The Holder of any Debenture redeemed upon any exercise of the Company’s redemption right shall default in the not be entitled to receive payment of the redemption price and accrued interestfor such Debentures until such Holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the Debenture shall cease Debentures to bear be redeemed and (ii) transfer instrument(s) satisfactory to the Company and sufficient to transfer such Debentures to the Company free of any adverse interest. Upon surrender of the Debenture for No interest shall accrue on any Debentures after its redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datedate. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. When the Corporation redeems the Series A Shares, the following procedures shall apply: (ai) When less than all of the outstanding Series A Shares are being redeemed, the shares subject to redemption shall be determined in the sole discretion of the Corporation. (ii) Notice of redemption shall be given by first-first class mail, postage prepaid, mailed not less than thirty (30) 30 days nor more than sixty (60) 60 days prior to the Redemption Datedate on which Series A Shares are to be redeemed (any such date, a "redemption date"), to the Holder, holder of record of the shares to be redeemed at such holder's address as the address appearing in same appears on the Debenture Register and to share register of the Company at its principal place of business. (b) The Corporation. Such notice of redemption shall state: (a) the Redemption Dateredemption date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said dateprice; and (c) the number of shares subject to redemption; and (d) the place or places where the Debenture is certificates for such shares are to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (ciii) Notice of redemption having been given mailed as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such the redemption date (unless default shall be made by the Company shall default Corporation in providing money for the payment of the redemption price of the shares called for redemption) said shares shall no longer be deemed to be outstanding and accrued interestshall have the status of authorized but unissued Series A Shares, and shall not be reissued as Series A Shares, and all rights of the holder thereof as a shareholder of the Corporation (except the right to receive from the Corporation the redemption price) the Debenture shall cease to bear interestcease. Upon surrender of the Debenture for redemption in accordance with said noticenotice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Debenture Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be paid redeemed by the Company Corporation at the redemption price, together with accrued interest to the Redemption Dateprice aforesaid. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.1, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption shall be given by first-class mail, postage prepaid, mailed not less later than thirty (30) nor more than sixty (60) days two Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Notes, at the such Holder’s address appearing in the Debenture Register and to Note Register. Notes called for redemption in whole must be surrendered at the Company at its principal place office of businessany Paying Agent. (b) The notice All notices of redemption delivered pursuant to Section 9.2(a) shall state: : (ai) the applicable Redemption Date; ; (bii) the expected Redemption Prices of the Notes to be redeemed that will be paid to Holders ratably in accordance with Section 9.1 of the Indenture on the applicable Redemption Date; (iii) that the applicable portion of the Notes to be redeemed are to be redeemed in full and that the applicable portion of such Notes shall cease to be entitled to receive pro rata distributions of Interest Collections and Principal Collections on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed specified in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice If the amount of redemption having Voluntary Contribution/Sale by the Sole Shareholder and/or the proceeds of any Sale of the Portfolio Assets are not sufficient to pay the Redemption Price of the applicable portion of the Notes that would otherwise have been given redeemed, including as aforesaid, a result of the Debenture shall, failure of any Sale of all or any portion of the Portfolio Assets to settle on the Business Day immediately preceding the applicable Redemption Date, become (i) the applicable portion of the Notes will be due and payable at on such Redemption Date and the redemption price therein specified, and from and after failure to pay the Redemption Price for such date (unless the Company shall default in the payment applicable portion of the redemption price Notes shall constitute an Event of Default hereunder and accrued interest(ii) all available proceeds from the Debenture shall cease to bear interest. Upon surrender Sale of the Debenture for redemption Portfolio Assets (net of any expenses incurred in accordance connection with said notice, such Sale) will be distributed and the Debenture Aggregate Outstanding Amount of the Notes shall be paid reduced by the Company at the redemption price, together with accrued interest to the Redemption Dateamount of such distribution. (d) If Notice of redemption pursuant to Section 9.2(a) shall be given by the Debenture Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not be so paid upon surrender thereof for impair or affect the validity of the redemption of any other Notes. (e) Notwithstanding anything to the contrary in Article 9, with respect to any redemption (or proposed redemption) of Notes hereunder, the principal shallprovisions of this Article 9 may be waived or modified with the written consent of the Issuer, until paid, bear interest from the Redemption Date at Collateral Manager and the rate borne Valuation Agent. The Trustee shall be fully protected by relying solely on any such written consent (without the Debentureneed to obtain an opinion of counsel described in Article 9).

Redemption Procedures. (a) Notice If fewer than all of redemption shall the Notes are to be given by first-class mailredeemed, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of businessshall select the Notes to be redeemed on a substantially pro rata basis among Noteholders. (b) The At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption shall stateto each Holder whose Notes are to be redeemed. The notice shall: (ai) identify the Notes to be redeemed and shall state the redemption date; (ii) state the redemption price; (iii) indicate, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (iv) state that Notes called for redemption must be surrendered to the Company to collect the redemption price; and (v) state that interest on the Notes called for redemption ceases to accrue on and after the redemption date, unless the Company has defaulted on the payment of the redemption price. (c) The redemption date with respect to any redemption effected at the option of the Holder under Section 2(b) hereof shall be a date not later than the 30th day following the Redemption Date; Event or Refinancing Event. No later than 10 days following the occurrence of a Redemption Event or Refinancing Event, the Company shall give notice to the Holders of their right to elect to have the Company redeem all or a portion of their Notes. In order to elect such redemption, Holders of a majority in principal amount of the outstanding Notes (bin case of a Redemption Event) that or any Holder (in case of a Refinancing Event) must deliver to the Company written notice of such election within 10 days following timely receipt of the Company's notice. Upon timely delivery of such notice, the Company will be unconditionally obligated to redeem all of the Notes required to be redeemed on the Redemption Date the applicable redemption price will date. (d) Once notice of redemption is mailed, Notes called for redemption become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (de) If the Debenture shall not be so paid upon Upon surrender thereof for redemptionof a Note that is redeemed in part, the Company shall issue a new Note equal in principal shall, until paid, bear interest from amount to the Redemption Date at unredeemed portion of the rate borne by the DebentureNote surrendered.

Redemption Procedures. (a) Notice In the event that the Company elects to exercise its redemption rights as described in paragraph 4.1 hereof or if the Company is required to redeem its Notes as described in paragraph 4.2 hereof, the Company shall cause to be mailed to each holder of redemption Notes, at the last address of such holder as it shall be given by first-class mailappear in the Company's records, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) at least 30 days prior to the record date of such redemption, a notice stating the date on which such redemption is expected to take place (the "Redemption Date"). Except as otherwise required by applicable law, the failure to give any such notice, or any defect therein, shall not affect the validity of such redemption. If less than all of the Notes are to be redeemed, then each Note shall be partially redeemed on a pro-rata basis, and a new Note shall be issued in substitution therefor net of any pro-rata reduction in principal. Upon the Company's redemption of Notes as set forth herein, the holder shall have no further conversion rights unless default is made in the payment of the redemption price. Unless default is made in the payment of the redemption price, including accrued interest or Contingent Interest, as applicable, such interest and Contingent Interest shall cease to accrue on the Redemption Date and all rights of the holders of such Notes as creditors of the Company by reason of the ownership of the Notes shall cease at the close of business on the Redemption Date, except the right to receive payment in full of the Holderredemption price, at including interest and Contingent Interest accrued thereon. On the address appearing in Redemption date, the Debenture Register and holders of Notes subject to redemption shall surrender their Notes to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date business or as otherwise notified and thereupon the redemption price will become due and of such Notes shall be payable to the order of the person whose name appears on the Debenture Company's records as the owner thereof and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided such Notes shall be conclusively presumed to have been given whether or not the Holder receives said noticemarked as cancelled. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) If less than all the outstanding shares of 7 3/4% Series Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the corporation from outstanding shares of 7 3/4% Series Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be practicable) or by any other method determined by the board of directors of the corporation in its sole discretion to be equitable. (b) Notice of each redemption of shares of 7 3/4% Series Preferred Stock shall be given mailed by first-first class mail, postage prepaid, mailed not less than thirty (30) 30 nor more than sixty (60) 60 days prior to the Redemption Dateredemption date, to each holder of record of the Holdershares to be redeemed, at such holder's address as the address appearing same appears on the stock register of the corporation; provided that no failure to mail such notice to particular holders of the shares to be redeemed or any defect therein or in the Debenture Register and mailing thereof shall affect the validity of the proceedings for redemption of any shares to the Company at its principal place of business. (b) The be redeemed. Each such notice of redemption shall state: (ai) the Redemption Datedate fixed for redemption; (bii) that on the Redemption Date number of shares to be redeemed and if less than all the shares are to be redeemed, the number of the shares to be redeemed from such holder; (iii) the applicable redemption price will become due and payable on the Debenture and that interest thereon will cease manner in which it is to accrue on and after said datebe paid; and (civ) the place or places where certificates for the Debenture is shares to be redeemed are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the date fixed for redemption. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such the redemption date (unless default shall be made by the Company shall default corporation in the payment of the redemption price and accrued interest) price), dividends on the Debenture shares of 7 3/4% Series Preferred Stock so called for redemption shall cease to bear interest. accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as shareholders of the corporation shall cease. (c) Upon surrender of the Debenture for redemption in accordance with said noticethe notice of redemption of the certificates for any shares of 7 3/4% Series Preferred Stock called for redemption (properly endorsed or assigned for transfer, if the Debenture board of directors of the corporation shall so require and the notice shall so state), such shares shall be paid redeemed by the Company corporation at the redemption price, together with accrued interest to the Redemption Date. (d) If The corporation's obligation to pay the Debenture redemption price of shares of 7 3/4% Series Preferred Stock called for redemption shall not be so paid upon surrender thereof for redemptiondeemed fulfilled if, on or before the redemption date, the principal shallcorporation shall deposit in trust with a bank or trust company organized under the laws of the United States of America or any state thereof and having a capital, until paidundivided profits and surplus aggregating at least $50,000,000, bear funds sufficient for such payment together with irrevocable instructions that such funds be applied to the redemption of such shares. Any interest accrued on such funds shall be paid to the corporation from the Redemption Date time to time. Any funds so deposited and unclaimed at the rate borne by end of six years from such redemption date shall be repaid or released to the Debenturecorporation, after which the holder or holders of such shares shall look only to the corporation for payment of the redemption price.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Collateral Manager, the U.S. Retention Sponsor and the EU/UK Retention Holder, or the written direction of the Collateral Manager with the consent of the U.S. Retention Sponsor and the EU/UK Retention Holder, as applicable, shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 15 Business Days (or such shorter period of time as the Trustee and (in the case of such direction delivered by a Majority of the Subordinated Notes) the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2, a notice of redemption shall be given provided by first-class mail, postage prepaid, mailed the Trustee not less later than thirty fifteen (3015) nor more than sixty (60) days Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Debt, at the such ▇▇▇▇▇▇’s address appearing in the Debenture Notes Register and each Rating Agency. In the event of any redemption pursuant to Section 9.3 or 9.8, a notice of redemption shall be provided by the Trustee not later than seven Business Days prior to the Company applicable Redemption Date, to each Holder of Debt, at its principal place of businesssuch ▇▇▇▇▇▇’s address in the Notes Register and each Rating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Debt to be redeemed; (biii) all of the Debt that on the Redemption Date the redemption price will become due and payable on the Debenture is to be redeemed is to be redeemed in full and that interest thereon will on such Debt shall cease to accrue on and after said datethe Payment Date specified in the notice; and and (civ) the place or places where the Debenture Debt is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided Redemption Prices, which shall be conclusively presumed to have been given whether or not the Holder receives said noticeCorporate Trust Office of the Trustee. (c) Notice The Issuer may (at the direction of the Collateral Manager) withdraw any notice of redemption having been given as aforesaiddelivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. In addition, the Debenture shall, Issuer may withdraw any notice of Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date, become due . The Issuer shall provide notice of any such withdrawal to each Rating Agency and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption DateTrustee (who shall forward such notice to the applicable Holders). (d) If Notice of redemption pursuant to Section 9.2, 9.3 or 9.8 shall be given by the Debenture Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption of any other Debt. (e) Unless Refinancing Proceeds are being used to redeem the Secured Debt in whole or in part, in the event of any redemption pursuant to Section 9.2, 9.3 or 9.8, no Secured Debt may be so paid upon surrender optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee a certification, in a form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with (x) a financial or other institution or institutions or (y) a special purpose entity meeting all then-current bankruptcy-remoteness criteria of each Rating Agency to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof for redemptionat par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the principal shallAdministrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, until paidTax Redemption or Clean-Up Call Redemption prior to any distributions with respect to the Subordinated Notes, bear interest from in each case, as applicable and in accordance with the Priority of Payments, and redeem the applicable Class or Classes of Secured Debt on the scheduled Redemption Date at the rate borne applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the aggregate Market Value of the Collateral Obligations shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, Tax Redemption or Clean-Up Call Redemption, in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, the Collateral Manager, the U.S. Retention Sponsor, the EU/UK Retention Holder or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same terms and conditions afforded to other bidders, bid on Assets to be sold as part of an Optional Redemption or Tax Redemption except that upon the election by the Collateral Manager, the Manager Purchase Option shall apply to any Assets sold in any such Optional Redemption or Tax Redemption.

Redemption Procedures. (a) In the event of a Tax Redemption or an Optional Redemption, the written direction required as set forth herein shall be provided to the Issuer and the Trustee not later than 30 days prior to the Business Day (or such shorter time period agreed to by the Issuer, the Trustee and the Collateral Manager) on which such redemption is to be made (which date shall be designated in such notice) and a notice of redemption shall be given by the Trustee not later than 10 Business Days prior to the applicable Redemption Date, to each Holder of Notes to be redeemed. (b) All notices of redemption delivered pursuant to Section 9.3(a) shall state: (i) the applicable Redemption Date; (ii) the Redemption Price of the Notes to be redeemed; (iii) that all of the Class A Notes are to be redeemed in full and that interest (and any Commitment Fee) on such Class A Notes shall cease to accrue on the Business Day specified in the notice; (iv) the place or places where Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2; and (v) whether the Partnership Interests are to be redeemed in full on such Redemption Date and, if so, the place or places where the Partnership Interests are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2 for purposes of surrender. The holders of a Majority of the Limited Partnership shall have the option to withdraw any such notice of an Optional Redemption up to and including the day that is six Business Days prior to such Redemption Date. Notice of redemption shall be given by first-class mailthe Issuer or, postage prepaidupon an Issuer Order, mailed not less than thirty (30) nor more than sixty (60) days prior by the Trustee in the name and at the expense of the Issuer. Failure to the Redemption Dategive notice of redemption, or any defect therein, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place any Holder of business. (b) The notice of any Note selected for redemption shall state: (a) not impair or affect the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment validity of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said noticeof any other Notes. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) 30 nor more than sixty (60) 60 days prior to the Redemption Datedate, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of businessRegister. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of for the redemption price. Any notice that is mailed in the manner matter herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (30i) nor more than sixty the redemption date; (60ii) days prior the redemption price; (iii) the name and address of the Paying Agent; (iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price; (v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and (vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, to the Holder, at Property Trustee shall give the address appearing notice of redemption in the Debenture Register Trust's name and to the Company at its principal place of businessexpense. (b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed. (c) Once notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the is mailed as provided in Section 7.4(a), Securities called for redemption price will become due and payable on the Debenture redemption date and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of at the redemption price. Any A notice that is mailed in of redemption may not be conditional. Upon surrender to the manner herein provided Paying Agent, such Securities shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable paid at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of plus accumulated Distributions to the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datedate. (d) If On or before the redemption date; provided that the Debenture shall not be so Issuer has paid upon surrender thereof for redemptionthe Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the principal shallProperty Trustee shall deposit with the Paying Agent money sufficient to pay the redemption price of and accumulated and unpaid Distributions, until paidif any, bear interest on all Securities to be redeemed on that date. (e) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Redemption Date at the rate borne open market or by the Debentureprivate agreement.

Redemption Procedures. (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days One Business Day prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) deposit with the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease Paying Agent immediately available funds in an amount sufficient to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shallpay, on the Redemption Date, become due and payable at the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption price therein specifiedwith respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and from and after such date (unless the Company shall default in has paid to the payment Paying Agent the Redemption Price of the redemption price and accrued interest) the Debenture shall cease Notes to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticebe redeemed, the Debenture shall be paid by the Company at the redemption pricethen, together with accrued interest to on the Redemption Date. , the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (d) and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If the Debenture shall any Notes called for redemption are not be so paid upon surrender thereof for redemption, the principal Redemption Price shall, until paid, bear interest from the Redemption Date at the rate borne Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued. A notice of redemption may set forth one or more conditions precedent to redemption. Any such notice of redemption shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent to redemption shall be satisfied, or such redemption may not occur, and, in the event that any or all such conditions shall not have been satisfied by the DebentureRedemption Date, or the Redemption Date as so delayed, such notice of redemption may be rescinded by the Company.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Collateral Manager, the U.S. Retention Sponsor and the EU/UK Retention Holder, or the written direction of the Collateral Manager with the consent of the U.S. Retention Sponsor and the EU/UK Retention Holder, as applicable, shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 Business Days (or such shorter period of time as the Trustee and (in the case of such direction delivered by a Majority of the Subordinated Notes) the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2, a notice of redemption shall be given provided by first-class mail, postage prepaid, mailed the Trustee not less later than thirty fifteen (3015) nor more than sixty (60) days Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Debt, at the such ▇▇▇▇▇▇’s address appearing in the Debenture Notes Register and the Rating Agency. In the event of any redemption pursuant to Section 9.3 or 9.8, a notice of redemption shall be provided by the Trustee not later than seven Business Days prior to the Company applicable Redemption Date, to each Holder of Debt, at its principal place of businesssuch Holder’s address in the Notes Register and the Rating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Debt to be redeemed; (biii) all of the Debt that on the Redemption Date the redemption price will become due and payable on the Debenture is to be redeemed is to be redeemed in full and that interest thereon will on such Debt shall cease to accrue on and after said datethe Payment Date specified in the notice; and and (civ) the place or places where the Debenture Debt is to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided Redemption Prices, which shall be conclusively presumed to have been given whether or not the Holder receives said noticeCorporate Trust Office of the Trustee. (c) Notice The Issuer may (at the direction of the Collateral Manager) withdraw any notice of redemption having been given as aforesaiddelivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. In addition, the Debenture shall, Issuer may withdraw any notice of Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date, become due and payable at the redemption price therein specified, and from and after . The Issuer shall provide notice of any such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest withdrawal to the Redemption DateRating Agency and to the Trustee (who shall forward such notice to the applicable Holders). (d) If Notice of redemption pursuant to Section 9.2, 9.3 or 9.8 shall be given by the Debenture Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption of any other Debt. (e) Unless Refinancing Proceeds are being used to redeem the Secured Debt in whole or in part, in the event of any redemption pursuant to Section 9.2, 9.3 or 9.8, no Secured Debt may be so paid upon surrender optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee a certification, in a form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with (x) a financial or other institution or institutions or (y) a special purpose entity meeting all then-current bankruptcy-remoteness criteria of the Rating Agency to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof for redemptionat par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the principal shallAdministrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, until paidTax Redemption or Clean-Up Call Redemption prior to any distributions with respect to the Subordinated Notes, bear interest from in each case, as applicable and in accordance with the Priority of Payments, and redeem the applicable Class or Classes of Secured Debt on the scheduled Redemption Date at the rate borne applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the aggregate Market Value of the Collateral Obligations shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, Tax Redemption or Clean-Up Call Redemption, in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, the Collateral Manager, the U.S. Retention Sponsor, the EU/UK Retention Holder or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same terms and conditions afforded to other bidders, bid on Assets to be sold as part of an Optional Redemption or Tax Redemption except that upon the election by the Collateral Manager, the Manager Purchase Option shall apply to any Assets sold in any such Optional Redemption or Tax Redemption.

Redemption Procedures. (a) Notice At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (30i) nor more than sixty the redemption date; (60ii) days prior the redemption price; (iii) the name and address of the Paying Agent; (iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price; (v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and (vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, to the Holder, at Property Trustee shall give the address appearing notice of redemption in the Debenture Register Trust's name and to the Company at its principal place of businessexpense. (b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed. (c) Once notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the is mailed as provided in Section 7.4(a), Securities called for redemption price will become due and payable on the Debenture redemption date and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of at the redemption price. Any A notice that is mailed in of redemption may not be conditional. Upon surrender to the manner herein provided Paying Agent, such Securities shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable paid at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of plus accrued Distributions to the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Datedate. (d) If On or before the redemption date; provided that the Debenture shall not be so Issuer has paid upon surrender thereof for redemptionthe Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the principal shallProperty Trustee shall deposit with the Paying Agent money sufficient to pay the redemption price of and accumulated and unpaid Distributions, until paidif any, bear interest on all Securities to be redeemed on that date. (e) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Redemption Date at the rate borne open market or by the Debentureprivate agreement.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.1 or 9.2, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption shall be given by first-class mail, postage prepaid, mailed not less later than thirty (30) nor more than sixty (60) days two Business Days prior to the applicable Redemption DateDate (such shorter time as agreed to by the Liquidation Agent, and provided that, if such redemption will cause the Borrowing Base Test that is not satisfied immediately prior to such Redemption Date to be satisfied immediately thereafter, then such notice period may be reduced to the same Business Day), to each Holder of the HolderNotes, being redeemed, at the such Holder’s address appearing in the Debenture Register and to Note Register. Notes called for redemption in whole must be surrendered at the Company at its principal place office of businessany Paying Agent. (b) The notice All notices of redemption delivered pursuant to Section 9.3(a) shall state: : (ai) whether such redemption is (A) an Optional Redemption or (B) a Tax Redemption; (ii) the applicable Redemption Date; ; (biii) the expected Redemption Prices of the Notes to be redeemed; (iv) that on all (or the applicable portion) of the Notes to be redeemed are to be redeemed in full; and (v) in the case of an Optional Redemption Date or a Tax Redemption in whole of the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) Notes, the place or places where the Debenture is Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.4. If the amount of contribution by the Equity Owner and/or the proceeds of any sale of the Collateral Obligations are not sufficient to pay the Redemption Price of the Notes (or the applicable portion thereof that would otherwise have been redeemed), including as a result of the failure of any sale of all or any portion of the Collateral Obligations to settle on the Business Day immediately preceding the applicable Redemption Date, (I) the Notes (or the applicable portion thereof that would otherwise have been redeemed) will be due and payable on such Redemption Date and the failure to pay the Redemption Price for such Notes shall constitute an Event of Default in accordance with and subject to Section 5.1(b) and (II) all available proceeds from the sale of the Collateral Obligations (net of any expenses incurred in connection with such sale) will be distributed in accordance with the Priority of Payments and the Aggregate Outstanding Amount of the Notes shall be reduced by the amount of such distribution. Notice of redemption price. Any notice that is mailed pursuant to Section 9.3(a) shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the manner herein provided name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall be conclusively presumed to have been given whether not impair or not affect the Holder receives said noticevalidity of the redemption of any other Notes. (c) Notice Notwithstanding anything to the contrary in Article 8, with respect to any redemption (or proposed redemption) of redemption having been given as aforesaidNotes hereunder, the Debenture shall, on provisions of this Article 9 may be waived or modified with the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment written consent of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticeIssuer, the Debenture Investment Manager and the Liquidation Agent. The Trustee shall be paid fully protected by relying solely on any such written consent (without the Company at the redemption price, together with accrued interest need to the Redemption Dateobtain an opinion of counsel described in Article 8). (d) If Notwithstanding any provision of this Article 9, no amount shall be paid or distributed to the Debenture shall Holders of the Notes of any Bankruptcy Subordinated Class until each Note that is not be so part of a Bankruptcy Subordinated Class has been paid upon surrender thereof for redemptionin full in accordance with this Indenture. (e) Following a partial redemption of the Notes, such portion of the principal shall, until paid, bear interest from Collateral with respect to the Redemption Date at the rate borne Collateral Obligations notified by the DebentureIssuer (or the Investment Manager) to the Liquidation Agent (with a copy to the Trustee) shall be immediately irrevocably and unconditionally released and discharged by the Trustee, and shall following such release and discharge no longer form part of the Collateral, provided that the Borrowing Base Test (after giving effect to such redemption of the Notes) will be satisfied after giving effect to such release and discharge.

Redemption Procedures. (ai) The Redemption Notice of redemption shall be given by first-first class mail, postage prepaid, mailed not to each holder of record of the 8% Convertible Preference Shares at its last address as shown up on the register of members of the Company, and shall specify the date fixed for redemption (which shall be no less than thirty (30) 30 nor more than sixty (60) 60 days after the date of the Redemption Notice), the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the certificates representing the 8% Convertible Preference Shares, that after the date fixed for redemption dividends will cease to accumulate on such shares, the Conversion Price in effect on the Call Date, and that the right of holders to convert 8% Convertible Preference Shares shall terminate at the close of business on the fifth Business Day prior to the Redemption Date, to date fixed for redemption (unless the Holder, at the address appearing Company defaults in the Debenture Register and to the Company at its principal place of business. (b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption priceRedemption Price). Any notice that is mailed in the manner as herein provided shall be conclusively presumed to have been given duly given, whether or not the Holder holder of 8% Convertible Preference Shares receives said such notice. (cii) On or after the date fixed for redemption as stated in the Redemption Notice, each holder of the shares called for redemption shall surrender the certificate representing such shares to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. (iii) Redemption Notice of redemption having been given as aforesaid, the Debenture shallif, on the Redemption Datedate fixed for redemption, become due and payable at funds necessary for the redemption price therein specifiedshall be available therefor and shall have been deposited with a bank or trust company with irrevocable instructions and authority to pay the Redemption Price to the holders of the 8% Convertible Preference Shares, then, notwithstanding that the certificates representing any such shares called for redemption shall not have been surrendered, dividends with respect to the shares so called shall cease to accumulate after the date fixed for redemption, such shares shall no longer be deemed outstanding, the holders thereof shall cease to be shareholders of the Company, and from all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. (iv) Any defect in the Redemption Notice, or any failure to give such notice by mail to any holder of 8% Convertible Preference Shares, shall not affect the validity of the proceedings for the redemption of any other 8% Convertible Preference Shares, and after such date (unless the Company shall default in be obligated to redeem the shares of 8% Convertible Preference Shares of those holders to whom defective or no Redemption Notice was given upon presentment and surrender of the certificates representing their 8% Convertible Preference Shares on or after the date fixed for redemption. (v) In the event that any shares of 8% Convertible Preference Shares shall be converted into Common Shares pursuant to Section 5, then (A) the Company shall not have the right to redeem such shares and (B) any funds which shall have been deposited for the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture Redemption Price for redemption in accordance with said notice, the Debenture such shares shall be paid by returned to the Company at the redemption price, together with accrued interest to the Redemption Dateimmediately after such conversion. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In the event of any redemption (or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Transferor and the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Loan Agent not later than 30 days (or such shorter period of time (not to be less than 15 days) as the Collateral Manager finds reasonably acceptable) prior to the Payment Date on which such redemption is to be made (which date shall be designated in such direction). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by first-class mail, postage prepaid, mailed the Collateral Trustee in accordance with Section 14.4 not less later than thirty (30) nor more than sixty (60) nine days prior to the applicable Redemption Date, to the Holdereach Holder of Debt, at such Holder's address as it appears on the address appearing in Note Register or the Debenture Register Loan Register, as applicable and to the Company at its principal place of businesseach Rating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption DatePrices of the Notes to be redeemed and, if applicable, the estimated Redemption Price of the Subordinated Notes; ‑180‑ (biii) all of the Secured Debt that is to be redeemed (or in the case of the Class A-1 Loans, prepaid) is to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the Redemption Date specified in the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and notice; (civ) the place or places where the Debenture Secured Debt is to be surrendered for payment of the redemption price. Any notice that Redemption Prices; and (v) if all of the Secured Debt is mailed being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the manner herein provided place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be conclusively presumed to have been given whether the office or not agency of the Holder receives said noticeCollateral Trustee, unless otherwise specified by the Issuer. (c) Notice The Issuer may (or, if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption having been given (or in the case of the Class A-1 Loans, prepayment) delivered pursuant to Section 9.2 on any day up to the Business Day before the proposed Redemption Date, by written notice to the Collateral Trustee and the Collateral Manager. The Issuer may withdraw a notice of Tax Redemption if the conditions required under this Indenture for such redemption or prepayment, as aforesaidapplicable, the Debenture shallare not satisfied at any time prior to 10:00 a.m., New York time, on the scheduled Redemption Date, become due by written notice to the Collateral Trustee, the Loan Agent, the Collateral Manager and payable each of the Rating Agencies. The failure to effect any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails will not constitute an Event of Default or a Failed Optional Redemption. (d) Notice of redemption(or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption price therein specified, and from and after such date (unless the Company shall default or in the payment case of the Class A-1 Loans, prepayment), or any defect therein, to any Holder of Secured Debt selected for redemption or prepayment, as applicable, shall not impair or affect the validity of the redemption price and accrued interestor prepayment, as applicable, of any other Secured Debt. (e) Unless Refinancing Proceeds are being used to redeem or prepay, as applicable, the Debenture Secured Debt in whole or in part, in the event of any redemption or prepayment, as applicable, pursuant to Section 9.2 or 9.3, no Class of Secured Debt may be optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall cease have furnished to bear interest. Upon surrender the Collateral Trustee evidence, in a form reasonably satisfactory to the Collateral Trustee (which may include an officer's certificate), that the Collateral Manager on behalf of the Debenture for redemption Issuer has entered into a binding agreement or agreements with (A) a financial or other institution or institutions whose short‑term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short‑term unsecured debt obligations are rated, at least "A‑1" by S&P or (B) a special purpose entity that satisfies all then-current bankruptcy remoteness criteria of any Rating Agency then rating any Class of Secured Debt, in either case, on the applicable trade or trade dates, to purchase (directly or by participation or other arrangement), not later than the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to ‑181‑ the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with said noticethe Priority of Payments, and redeem or prepay, as applicable, the Debenture applicable Class or Classes of Secured Debt on the scheduled Redemption Date at the applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Secured Debt, the Transferor, the Collateral Manager or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including, without limitation, the 1940 Act), bid on Assets to be sold as part of an Optional Redemption or Tax Redemption. (f) The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption or prepayment, as applicable, shall be paid by the Company at Issuer as Administrative Expenses payable in accordance with the redemption price, together with accrued interest to the Redemption DatePriority of Payments. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any Optional Redemption or Tax Redemption, a notice of redemption shall be given by first-class mailthe Trustee by overnight delivery service, postage prepaid, mailed not less later than thirty five (305) nor more than sixty (60) days Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Securities, at the such Holder’s address appearing in the Debenture Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and to the Company at its principal place of businessRating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Notes to be redeemed; (biii) all of the Securities that on the Redemption Date the redemption price will become due and payable on the Debenture are to be redeemed are to be redeemed in full and that interest thereon will on such Notes shall cease to accrue on and after said datethe Payment Date specified in the notice; and and (civ) the place or places where the Debenture is Securities are to be surrendered for payment of the redemption price. Any notice that is mailed Redemption Prices, which in the manner herein provided case of the Notes shall be conclusively presumed to have been given whether or not the Holder receives said noticeCorporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement. (c) Notice of redemption having been given as aforesaidThe Issuer or the Collateral Manager, by written notice to the Trustee, the Debenture shallCollateral Manager (if applicable) and each Rating Agency, may withdraw any such notice of an Optional Redemption on any day up to 10:00 a.m. (EST) on the Business Day before such Redemption Date. In the case of a Refinancing, such withdrawal may be limited to less than all Classes for which the required written directions were provided to the Issuer (and no new written directions shall be required following such partial withdrawal). The failure to effect any Optional Redemption which is withdrawn by the Issuers in accordance with this Indenture or with respect to which a Refinancing fails will not constitute an Event of Default. At least three Business Days (or such shorter period of time as the Collateral Manager finds reasonably acceptable) before any scheduled Redemption Date, become due and payable at the redemption price therein specified, and from and after such date Issuer (unless or the Company shall default in the payment Collateral Manager on behalf of the Issuer) may, by written notice to the Trustee (who shall forward such notice to the holders of Notes and each Rating Agency), elect to postpone such scheduled Redemption Date by up to 15 Business Days. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall will be paid by the Company at Issuer as Administrative Expenses payable in accordance with the redemption price, together with accrued interest to the Redemption DatePriority of Payments. (d) If Notice of redemption (and any withdrawal thereof) pursuant to Section 9.2 or 9.3 shall be given to the Debenture Holders of Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption of any other Notes. (e) Unless Refinancing Proceeds are being used to redeem the Notes in whole or in part, in the event of any Optional Redemption or Tax Redemption, no Notes may be so paid upon surrender optionally redeemed unless (i) at least three (3) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least "A-1" by S&P to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof for redemptionat par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with the Priority of Payments, and redeem, the principal shall, until paid, bear interest from applicable Class of Notes on the scheduled Redemption Date at the rate borne applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments and all amounts that MIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Notes (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with the Priority of Payments. Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, MIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.

Redemption Procedures. (a) Notice If any of the Bonds are to be called for redemption, the Indenture requires a copy of the redemption shall notice to be given by first-class mail, postage prepaid, mailed not less than at least thirty (30) nor more than sixty (60) days prior to the Redemption Date, such redemption date to the Holder, registered owner of each Bond to be redeemed at the address appearing in shown on the Debenture Register and registration books. All Bonds so called for redemption will cease to bear interest after the Company date fixed for redemption if funds for their redemption are on deposit at its principal the place of business. (b) The payment at that time. If notice of redemption shall state: (a) have been given as aforesaid, the Redemption Date; (b) that on the Redemption Date the Bonds called for redemption price will shall become due and payable on the Debenture redemption date, provided, however, that with respect to any optional redemption of the Bonds as provided in this bond, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, redemption premium, if any, and interest on such Bonds to be redeemed, and that interest thereon will cease if such moneys shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to accrue on redeem such Bonds. In the event that such notice of optional redemption contains such a condition and after said date; and (c) the place where the Debenture is to be surrendered for payment of such moneys are not so received, the redemption price. Any notice that is mailed shall not be made and the Trustee shall within a reasonable time thereafter give notice, in the manner herein provided in which the notice of redemption was given, that such moneys were not so received. If a notice of optional redemption shall be conclusively presumed to unconditional, or if the conditions of a conditional notice of optional redemption shall have been given whether or not the Holder receives said notice. (c) Notice satisfied, then upon presentation and surrender of Bonds so called for redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specifiedplace or places of payment, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture Bonds shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Dateredeemed. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.2, the written direction of the Holders of the Subordinated Notes required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 45 days (unless a shorter time period is reasonably acceptable to the Trustee, the Collateral Manager and the Issuer) prior to the Payment Date on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by first-class mailthe Trustee by overnight delivery service, postage prepaid, mailed not less later than thirty (30) nor more than sixty (60) days nine Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Notes, at the such Holder’s address appearing in the Debenture Register and to the Company at its principal place of businesseach Rating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Notes to be redeemed; (biii) all of the Secured Notes that on the Redemption Date the redemption price will become due and payable on the Debenture are to be redeemed are to be redeemed in full and that interest thereon will on such Secured Notes shall cease to accrue on and after said date; and the Payment Date specified in the notice; (civ) the place or places where the Debenture is Notes are to be surrendered for payment of the redemption price. Any notice that is mailed in the manner herein provided Redemption Prices, which shall be conclusively presumed the office or agency of the Issuer to have been given be maintained as provided in Section 7.2; and (v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or not places where the Holder receives said noticeSubordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2. (c) Notice The Issuer may withdraw any such notice of redemption having been given as aforesaid, delivered pursuant to Section 9.2 on any day up to and including the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date later of (unless the Company shall default in the payment of the redemption price and accrued interestx) the Debenture shall cease day on which the Collateral Manager is required to bear interest. Upon surrender deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable to deliver the sale agreement or agreements or certifications described in Section 9.4(e) and Sections 12.1(b) and (g) and (y) the day on which the Holders of the Debenture for Notes are notified of such redemption in accordance with said noticeSection 9.4(a), the Debenture shall be paid by the Company at the redemption price, together with accrued interest written direction of a Majority of the Subordinated Notes to the Redemption DateTrustee and the Collateral Manager. (d) If Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Debenture Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Notes. (e) Unless Refinancing Proceeds are being used to redeem the Secured Notes in whole, in the event of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be so paid upon surrender optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee (which may be an Officer’s certificate of the Collateral Manager), that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P and at least “P-1” by Moody’s to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof for redemptionat par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the principal shallAdministrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, until paidas applicable, bear interest from and redeem the Secured Notes on the scheduled Redemption Date at the rate borne applicable Redemption Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, in the case of an Optional Redemption or Tax Redemption where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, the product of its Market Value and its Applicable Advance Rate, shall exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, in the case of an Optional Redemption or Tax Redemption where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) of the Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, as applicable. Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Originator, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.

Redemption Procedures. (a) Notice In the event of any redemption pursuant to Section 9.1, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption shall be given by first-class mail, postage prepaid, mailed not less later than thirty (30) nor more than sixty (60) days two Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Notes, at the such Holder's address appearing in the Debenture Register and to Note Register. Notes called for redemption in whole must be surrendered at the Company at its principal place office of businessany Paying Agent. (b) The notice All notices of redemption delivered pursuant to Section 9.2(a) shall state: : (ai) the applicable Redemption Date; ; (bii) the expected Redemption Prices of the Notes to be redeemed that will be paid to Holders ratably in accordance with Section 9.1 of the Indenture on the applicable Redemption Date; (iii) that the applicable portion of the Notes to be redeemed are to be redeemed in full and that the applicable portion of such Notes shall cease to be entitled to receive pro rata distributions of Interest Collections and Principal Collections on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed specified in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice If the amount of redemption having Voluntary Contribution/Sale by the Sole Shareholder and/or the proceeds of any Sale of the Portfolio Assets are not sufficient to pay the Redemption Price of the applicable portion of the Notes that would otherwise have been given redeemed, including as aforesaid, a result of the Debenture shall, failure of any Sale of all or any portion of the Portfolio Assets to settle on the Business Day immediately preceding the applicable Redemption Date, become (i) the applicable portion of the Notes will be due and payable at on such Redemption Date and the redemption price therein specified, and from and after failure to pay the Redemption Price for such date (unless the Company shall default in the payment applicable portion of the redemption price Notes shall constitute an Event of Default hereunder and accrued interest(ii) all available proceeds from the Debenture shall cease to bear interest. Upon surrender Sale of the Debenture for redemption Portfolio Assets (net of any expenses incurred in accordance connection with said notice, such Sale) will be distributed and the Debenture Aggregate Outstanding Amount of the Notes shall be paid reduced by the Company at the redemption price, together with accrued interest to the Redemption Dateamount of such distribution. (d) If Notice of redemption pursuant to Section 9.2(a) shall be given by the Debenture Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not be so paid upon surrender thereof for impair or affect the validity of the redemption of any other Notes. (e) Notwithstanding anything to the contrary in Article 9, with respect to any redemption (or proposed redemption) of Notes hereunder, the principal shallprovisions of this Article 9 may be waived or modified with the written consent of the Issuer, until paid, bear interest from the Redemption Date at Collateral Manager and the rate borne Valuation Agent. The Trustee shall be fully protected by relying solely on any such written consent (without the Debentureneed to obtain an opinion of counsel described in Article 9).

Redemption Procedures. (a) Notice In the event of any redemption (or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Transferor and the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Loan Agent not later than 30 days (or such shorter period of time (not to be less than 15 days) as the Collateral Manager finds reasonably acceptable) prior to the Payment Date on which such redemption is to be made (which date shall be designated in such direction). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by first-class mail, postage prepaid, mailed the Collateral Trustee in accordance with Section 14.4 not less later than thirty (30) nor more than sixty (60) nine days prior to the applicable Redemption Date, to the Holdereach Holder of Debt, at such Holder’s address as it appears on the address appearing in Note Register or the Debenture Register Loan Register, as applicable and to the Company at its principal place of businesseach Rating Agency. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Notes to be redeemed and, if applicable, the estimated Redemption Price of the Subordinated Notes; (biii) all of the Secured Debt that is to be redeemed (or in the case of the Class A-1 Loans, prepaid) is to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the Redemption Date specified in the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and notice; (civ) the place or places where the Debenture Secured Debt is to be surrendered for payment of the redemption price. Any notice that Redemption Prices; and (v) if all of the Secured Debt is mailed being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the manner herein provided place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be conclusively presumed to have been given whether the office or not agency of the Holder receives said noticeCollateral Trustee, unless otherwise specified by the Issuer. (c) Notice The Issuer may (or, if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption having been given (or in the case of the Class A-1 Loans, prepayment) delivered pursuant to Section 9.2 on any day up to the Business Day before the proposed Redemption Date, by written notice to the Collateral Trustee and the Collateral Manager. The Issuer may withdraw a notice of Tax Redemption if the conditions required under this Indenture for such redemption or prepayment, as aforesaidapplicable, the Debenture shallare not satisfied at any time prior to 10:00 a.m., New York time, on the scheduled Redemption Date, become due by written notice to the Collateral Trustee, the Loan Agent, the Collateral Manager and payable each of the Rating Agencies. The failure to effect any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails will not constitute an Event of Default or a Failed Optional Redemption. (d) Notice of redemption(or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption price therein specified, and from and after such date (unless the Company shall default or in the payment case of the Class A-1 Loans, prepayment), or any defect therein, to any Holder of Secured Debt selected for redemption or prepayment, as applicable, shall not impair or affect the validity of the redemption price and accrued interestor prepayment, as applicable, of any other Secured Debt. (e) Unless Refinancing Proceeds are being used to redeem or prepay, as applicable, the Debenture Secured Debt in whole or in part, in the event of any redemption or prepayment, as applicable, pursuant to Section 9.2 or 9.3, no Class of Secured Debt may be optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall cease have furnished to bear interest. Upon surrender the Collateral Trustee evidence, in a form reasonably satisfactory to the Collateral Trustee (which may include an officer’s certificate), that the Collateral Manager on behalf of the Debenture for redemption Issuer has entered into a binding agreement or agreements with (A) a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P or (B) a special purpose entity that satisfies all then-current bankruptcy remoteness criteria of any Rating Agency then rating any Class of Secured Debt, in either case, on the applicable trade or trade dates, to purchase (directly or by participation or other arrangement), not later than the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with said noticethe Priority of Payments, and redeem or prepay, as applicable, the Debenture applicable Class or Classes of Secured Debt on the scheduled Redemption Date at the applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Secured Debt, the Transferor, the Collateral Manager or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including, without limitation, the 1940 Act), bid on Assets to be sold as part of an Optional Redemption or Tax Redemption. (f) The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption or prepayment, as applicable, shall be paid by the Company at Issuer as Administrative Expenses payable in accordance with the redemption price, together with accrued interest to the Redemption DatePriority of Payments. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Debenture.

Redemption Procedures. (a) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than five (5) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any Optional Redemption or Tax Redemption, a notice of redemption shall be given by first-class mailthe Trustee by overnight delivery service, postage prepaid, mailed not less later than thirty five (305) nor more than sixty Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in the Register or the Share Register, as applicable (60and, in the case of Global Notes, delivered by electronic transmission to DTC) days and the Rating Agency. (b) All notices of redemption delivered pursuant to Section 9.4(a) shall state: (i) the applicable Redemption Date; (ii) the Redemption Prices of the Notes to be redeemed (or prepaid, as applicable) provided that, if on the date any such notice is due, the accrued and unpaid interest portion of the Redemption Price cannot be definitively determined, (i) the Trustee shall be permitted to provide an estimate of the Redemption Prices of the Notes to be redeemed in such notice and (ii) a subsequent notice will be provided by the Trustee with the final Redemption Prices of such Notes at least one Business Day prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business.; (biii) The notice all of redemption shall state: (a) the Redemption Date; (b) Securities that on the Redemption Date the redemption price will become due and payable on the Debenture are to be redeemed are to be redeemed in full and that interest thereon will on such Notes shall cease to accrue on and after said datethe Payment Date specified in the notice; and and (civ) the place or places where the Debenture is Securities are to be surrendered for payment of the redemption price. Any notice that is mailed Redemption Prices, which in the manner herein provided case of the Secured Notes shall be conclusively presumed to have been given whether or not the Holder receives said noticeCorporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement. (c) Notice The Issuer may withdraw any such notice of redemption having been given as aforesaid, an Optional Redemption on any day up to and including the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date later of (unless the Company shall default in the payment of the redemption price and accrued interestx) the Debenture shall cease day on which the Collateral Manager is required to bear interest. Upon surrender deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the Debenture for day on which the Holders of Securities are notified of such redemption in accordance with said noticeSection 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Debenture shall Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date. The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and provide notice to the Rating Agency of any such withdrawal. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Company at Issuer as Administrative Expenses payable in accordance with the redemption price, together with accrued interest to the Redemption DatePriority of Payments. (d) If Notice of redemption (and any withdrawal thereof) pursuant to Section 9.2 or 9.3 shall be given to the Debenture Holders of Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption of any other Notes. For so long as any Notes are listed on Euronext Dublin and so long as the guidelines of such exchange so require, notice of Optional Redemption or Tax Redemption shall be so paid upon surrender given by the Trustee, in the name of the Issuer, to Euronext Dublin. (e) Unless Refinancing Proceeds are being used to redeem the Secured Notes in whole or in part, in the event of any Optional Redemption or Tax Redemption, no Secured Notes may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof for redemptionat par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the principal shallAdministrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, until paidin each case, bear interest from as applicable and in accordance with the Priority of Payments, and redeem the applicable Class of Secured Notes on the scheduled Redemption Date at the rate borne applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments and all amounts that OTF has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the DebentureCollateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any Holder of Securities, OTF, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.

Redemption Procedures. (a) Notice Upon any redemption pursuant to Section 9.2, a notice of redemption shall be given by the Trustee by first-class mail, postage prepaid, mailed not less later than thirty (30) nor more 10 days and not earlier than sixty (60) 90 days prior to before the applicable Redemption Date, (i) to the Holdereach Holder of Notes to be redeemed, at the Holder's address appearing in the Debenture Register or otherwise in accordance with the rules and procedures of DTC, Euroclear, and Clearstream, as applicable and (ii) (in the case of a redemption pursuant to Sections 9.2(a) and (b)) to the Company at its principal place Rating Agencies. In addition, for so long as any Notes are listed on the Irish Stock Exchange and so long as the guidelines of businessthe exchange so require, notice of redemption of Secured Notes or Subordinated Notes pursuant to Section 9.2 shall also be given via the Irish Stock Exchange. (b) The notice All notices of redemption delivered pursuant to Section 9.3(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the Notes to be redeemed (bin the case of a redemption pursuant to Section 9.2); (iii) in the case of an Optional Redemption by Liquidation, that on all of the Redemption Date the redemption price will become due and payable on the Debenture Secured Notes are to be redeemed in full and that interest thereon will on the Secured Notes to be redeemed shall cease to accrue on the Payment Date specified in the notice; (iv) in the case of an Optional Redemption by Refinancing, that all of the Secured Notes of the Class or Classes that are the subject of such Refinancing are to be redeemed in full and after said datethat interest on such Secured Notes shall cease to accrue on the Payment Date specified in the notice; and and (cv) the place places where the Debenture is Notes to be redeemed in whole are to be surrendered for payment of the redemption priceRedemption Price, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2 and, so long as any Notes to be redeemed are listed on the Irish Stock Exchange, the Irish Listing Agent. Any notice of redemption may be withdrawn (A) by the Issuer, (B) at the written direction of a Majority of the Subordinated Notes (if the commencement of such redemption was directed by a Majority of the Subordinated Notes) or (C) at the direction of the Collateral Manager (if the commencement of such redemption was directed by the Collateral Manager), in each case, up to the second Business Day before the scheduled Redemption Date by written notice to the Trustee, (unless such withdrawal direction is given by the Collateral Manager) the Collateral Manager, the Retention Holder and Fitch. Notice of any withdrawal shall be sent, not later than the one Business Day before the scheduled Redemption Date (assuming that is mailed the Trustee has received timely written notice from the Issuer as provided above), by the Trustee, to each Holder of Notes scheduled to be redeemed at the Holder's address in the manner herein provided Register by overnight courier guaranteeing next day delivery (or, to the extent the address contained in the Register is not sufficient for that purpose, by first-class mail or by clearing system). If the Issuer so withdraws any notice of redemption or is otherwise unable to complete any redemption of the Notes, the Sale Proceeds received from the sale of any Collateral Obligations sold pursuant to Sections 9.2 and 12.1(e) may, during the Reinvestment Period at the Collateral Manager's discretion, be reinvested in accordance with the Investment Criteria. The Notes subject to redemption shall be conclusively presumed redeemed by the Co-Issuers or the Issuer as applicable. Notice of redemption shall be given by the Co-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to have been given whether give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the Holder receives said noticevalidity of the redemption of any other Notes. (c) Notice The Secured Notes may not be redeemed pursuant to an Optional Redemption by Liquidation under Section 9.2 unless either of redemption having been given as aforesaid, the Debenture shall, on following conditions are satisfied: (i) at least three Business Days before the scheduled Redemption Date, become due the Collateral Manager shall have furnished to the Trustee evidence (in form reasonably satisfactory to the Trustee) that the Issuer has entered into a binding agreement or agreements (which may be in the form of a confirmation of sale) with a financial or other institution or entity active in the market for assets of the nature of the Collateral to sell to the financial or other institution or entity, not later than the Business Day before the Redemption Date in immediately available funds, all or part of the Collateral (directly or by participation or other arrangement) at a purchase price at least equal to an amount sufficient (together with any Cash and other Eligible Investments not subject to the agreements and maturing on or before the scheduled Redemption Date) to pay all administrative and other fees and expenses payable at under the redemption price therein specifiedPriority of Payments without regard to any payment limitations (including the Senior Management Fee and the Subordinated Management Fee), and from and after such date (unless to redeem the Company shall default in Secured Notes on the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said notice, the Debenture shall be paid by the Company at the redemption price, together with accrued interest to the Redemption Date. (d) If the Debenture shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the scheduled Redemption Date at the rate borne applicable Redemption Prices; or (ii) before entering into any binding agreement to sell all or a portion of the Collateral, the Collateral Manager shall have certified that, in its judgment, the settlement dates of the sales will be scheduled to occur on or before the Business Day before the scheduled Redemption Date and that the expected proceeds from the sales are to be delivered to the Trustee no later than the Business Day before the scheduled Redemption Date, in immediately available funds, and the expected proceeds from such sales (which shall be deemed to equal, with respect to any Collateral Obligation, the Market Value thereof), together with any other amounts available to be distributed in connection with such Optional Redemption by Liquidation, will be in an amount sufficient to pay all administrative and other fees and expenses payable under the DebenturePriority of Payments (including the Senior Management Fee and the Subordinated Management Fee), and to redeem the Secured Notes on the scheduled Redemption Date at the applicable Redemption Prices. For the avoidance of doubt, the Issuer may, in effecting the sale contemplated by subclause (i) of Section 9.3(c), enter into a participation agreement or similar arrangement with the purchaser of the Collateral whereby, in connection with the Issuer's receipt of the purchase price with respect to all or a portion of the Collateral, the Issuer shall grant to such purchaser a participation interest in all or a portion of such Collateral and agree to use commercially reasonable efforts (or such other efforts as shall be specified) to complete the transfer of such Collateral to such purchaser thereafter. Any certification delivered pursuant to this Section 9.3(c) shall include (A) the prices of, and expected proceeds from, the sale of any Collateral Obligations or Eligible Investments and (B) all calculations required by this Section 9.3(c).

Redemption Procedures. (a) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirtyfifteen (3015 ) days (or such shorter period of time, not to be less than fifteenfive (155) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any Optional Redemption or Tax Redemption, a notice of redemption shall be given by first-class mailthe Collateral Trustee by overnight delivery service, postage prepaid, mailed not less later than thirty fifteenfive (30155) nor more than sixty (60) days Business Days prior to the applicable Redemption Date, to the Holdereach Holder of Securities, at the such Holder’’s address appearing in the Debenture Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and to the Company at its principal place of businessRating Agencyies. (b) The notice All notices of redemption delivered pursuant to Section 9.4(a) shall state: : (ai) the applicable Redemption Date; (ii) the Redemption Date; Prices of the DebtNotes to be redeemed or prepaid, as applicable; (biii) all of the Securities that on the Redemption Date the redemption price will become due and payable on the Debenture are to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest thereon will on such DebtNotes shall cease to accrue on and after said datethe Payment Date specified in the notice; and and (civ) the place or places where the Debenture is Securities are to be surrendered for payment of the redemption price. Any notice that is mailed Redemption Prices, which in the manner herein provided case of the DebtNotes shall be conclusively presumed to have been given whether or not the Holder receives said noticeCorporate Trust Office of the Collateral Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement. (c) Notice The Issuer may withdraw any such notice of redemption having been given as aforesaid, an Optional Redemption on any day up to and including the Debenture shall, on the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date later of (unless the Company shall default in the payment of the redemption price and accrued interestx) the Debenture shall cease day on which the Collateral Manager is required to bear interest. Upon surrender deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the Debenture for day on which the Holders of Securities are notified of such redemption in accordance with said noticeSection 9.4(a), at the written direction of a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Debenture shall Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agencyies. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Company at Issuer as Administrative Expenses payable in accordance with the redemption price, together with accrued interest to the Redemption DatePriority of Payments. (d) If Notice of redemption (and any withdrawal thereof) pursuant to Section 9.2 or 9.3 shall be given to the Debenture Holders of Securities and the Rating Agencyies by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any DebtNotes selected for redemption shall not be so paid upon surrender thereof for redemptionimpair or affect the validity of the redemption of any other DebtSecurities . (e) Unless Refinancing Proceeds are being used to redeem or prepay, as applicable, the principal shallDebtNotes in whole or in part, until paidin the event of any Optional Redemption or Tax Redemption, bear interest from no Secured DebtNotes may be optionally redeemed (or prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with the Priority of Payments, and redeem or prepay, as applicable, the applicable Class of DebtNotes on the scheduled Redemption Date at the rate borne applicable Redemption Prices (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments and all amounts that BORCIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured DebtNotes (including, without limitation, any such amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with the Priority of Payments. Any certification delivered by the Debenture.Collateral Manager pursuant to this

Redemption Procedures. In connection with any redemption pursuant to Section 11.01 hereof: (a) Notice in the case of redemption shall be given by first-class mailan Optional Redemption, postage prepaidthe Issuer shall, mailed not less than thirty at least ten (30) nor more than sixty (6010) days prior to the Redemption Date, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Optional Redemption and, in the case of a Mandatory Redemption, the Issuer shall, as soon as reasonably practical after the Mandatory Redemption Event, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Mandatory Redemption. In the case of an Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to the HolderRedemption Date, at notify the address appearing Holders of the Notes in writing of the Debenture Register and to the Company at its principal place of business.Auction Call Redemption; (b) The notice in the case of redemption an Optional Redemption or Mandatory Redemption, the Issuer shall state: (a) deposit in the Collection Account on or prior to the Redemption Date; Date at least the amounts described in Section 11.02(c). In the case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date at least the amounts described in Section 11.02(c); (bc) that in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of a Mandatory Redemption or Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and sum of (cA) the place where Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Debenture is Noteholders, or to be surrendered for payment of or by the redemption price. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. (c) Notice of redemption having been given as aforesaidOriginator, the Debenture shall, on Trustee (including any expenses related to the Redemption Date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with said noticeAuction Call Redemption), the Debenture shall be paid by Securities Intermediary, the Company at Custodian, the redemption priceBack-up Servicer, together with accrued interest to the Redemption Date.Administrative Agent, each Hedge counterparty (if any) and the Servicer, under the Transaction Documents; and (d) If upon delivery to the Debenture shall not be so paid upon surrender thereof for redemptionTrustee, the principal shallNoteholders, until paidthe Custodian, bear interest the Paying Agent, the Administrative Agent, each Hedge counterparty (if any) and the Back-up Servicer of such documents and an Officer’s Certificate from the Redemption Date at Servicer certifying that (1) the rate borne by amounts required to be deposited into the DebentureCollection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, the Trustee shall release its interest in the entire Collateral as provided in Section 11.05.