Common use of Special Redemption Clause in Contracts

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice to the Trustee Website, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information to the Trustee Website and, subject to Section 14.3(c), to each Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment Date (and all subsequent Payment DatesDates unless the Collateral Manager withdraws such notice) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which that the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, ) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information and to the Trustee Website andCollateral Manager (who shall forward such notice to both Rating Agencies). In addition, subject for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to Section 14.3(c)the holders of such Listed Notes shall also be given by the Issuer or, upon Issuer Order, by the Irish Paying Agent in the name and at the expense of the Issuer, to each Rating AgencyNoteholders by publication on the Irish Stock Exchange via the Companies Announcement Office.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee and the Loan Agent at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective DateDate unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Collateral Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date from S&P written confirmation of its Initial Ratings Confirmation of the Secured Debt rated by it (an “Effective Date in each case, a "Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”"). On the first Payment Date after the Closing Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (any such initial date a “"Special Redemption Date”"), the amount in the Collection Account representing as applicable either (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available therefor in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date confirmation from S&P of its Initial Ratings Confirmation of the Secured Debt rated by it (such amount, a “the "Special Redemption Amount”), as the case may be, ") will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Collateral Trustee and the Loan Agent not less than (x) in the case of a Reinvestment Special RedemptionRedemption described in clause (i) above, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date a Special RedemptionRedemption described in clause (ii) above, one Business Day prior to the initial applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes Debt affected thereby at such Holder’s H▇▇▇▇▇'s facsimile number, email address or mailing address in the Register or otherwise by posting such information and to the Trustee Website and, subject to Section 14.3(c), to each Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such noticeObligations, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date from each Rating Agency its written confirmation of its Initial Ratings Confirmation (an “Effective Date Special Redemption” of the Notes or, with respect to Moody’s, to provide to Moody’s a Passing Report and each of to provide to the Trustee an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”)Accountants’ Report. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing representing, as applicable, either (1i) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations Obligations, or (2ii) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available therefor in accordance with the Priority of Payments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Notes (or, with respect to Moody’s, provides to Moody’s a Passing Report and provides to the Trustee an Effective Date Ratings Confirmation Accountants’ Report) (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the case may beapplicable amount paid as a redemption thereunder, will be applied in accordance with the Priority of Paymentsalso a “Special Redemption Amount”). Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting and to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such information exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be sent by the Trustee Website and, subject to Section 14.3(c), to each Rating Agencythe Irish Listing Agent for release through the Companies Announcements Office of the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall may be made in part in accordance with the Priority of Payments on any Payment Date (iA) during the Reinvestment Period at the direction of the Portfolio Manager, if the Collateral Portfolio Manager in at its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Portfolio Manager in its sole discretion and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (iiB) on or after the Effective DateRamp-Up Period, if the Collateral Portfolio Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.17 in order to obtain from Moody’s, unless the Effective Date Ratings Confirmation Moody’s Condition has been satisfied, a confirmation of its Initial Rating of each Class of the Secured Notes (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Portfolio Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available that must be applied to redeem the Secured Notes in accordance with order to obtain from Moody’s confirmation of its Initial Rating of each Class of the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation Secured Notes (such amount, a “Special Redemption Amount”), as the case may be, will shall be applied in accordance with the Priority of PaymentsPayments under Section 11.1(a)(ii). Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (yprovided that such notice shall not be required in connection with a Special Redemption pursuant to clause (B) in of the case definition of an Effective Date such term if the Special Redemption, one Business Day Redemption Amount is not known on or prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice to the Trustee Website, date) to each Holder of Secured Notes affected thereby at and to Moody’s. In addition, for so long as any Securities are listed on the Irish Stock Exchange and so long as the guidelines of such Holder’s facsimile numberexchange so require, email address or mailing address in the Register or otherwise by posting such information notice of Special Redemption to the Trustee Website and, subject Holders of such Notes shall also be sent to Section 14.3(c), to each Rating Agencythe Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (a) If (i) during the Reinvestment Period if Escrow Release Conditions are not satisfied on or before the Collateral Manager in its sole discretion notifies date that is 180 days after the Trustee at least five Business Days Issue Date (such date, the “Repayment Deadline”), or (ii) prior to the applicable Repayment Deadline, the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions on or before the Repayment Deadline, the Company will be required to redeem, in whole but not in part, all of the outstanding Notes in cash at a redemption price (the “Special Redemption Date that it has been unable, for a period Price”) of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion 98.000% of the funds then in aggregate principal amount of the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” Notes, plus accrued and unpaid interest, if any, on the Notes to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) The Company will promptly (but in no event later than the Repayment Deadline) notify the Trustee and Escrow Agent in writing if the Escrow Release Conditions are not satisfied, or in the event the Company determines that it will not be able for any reason to satisfy the Escrow Release Conditions, on or before the Repayment Deadline, and include in such noticenotice all of the information required under Section 3.03(b), and the Trustee will, no later than five business days following receipt of such notice from the Company (such date of notification to the Holders, the “Reinvestment Special Redemption Notice Date”) or (ii) ), notify the Holders and the Escrow Agent that the Notes will be redeemed at the Special Redemption Price on or after the Effective Date, if date selected by the Collateral Manager notifies Company in the notice to the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” which shall be no less than 15 days and each of an Effective Date no more than 30 days following the Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment Notice Date (and all subsequent Payment Dates) following such date, the Collection Period in which either such notice is given (a “Special Redemption Date”)). All of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of the Notes. (c) At or prior to 12:00 p.m. Eastern Time on the business day immediately preceding the Special Redemption Date, the amount Company shall irrevocably deposit with the Trustee funds sufficient, together with the net proceeds from the offering of the Notes held in the Collection Escrow Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager Escrow Agent shall deliver to the Trustee), to pay the Special Redemption Price for the Notes, together with accrued and unpaid interest, if any, on the Notes to, but not including, the Special Redemption Date. (d) If the Company or holders of more than 25% in aggregate principal amount of the then outstanding Notes give notice to the Trustee that a Default or Event of Default has determined cannot be reinvested occurred pursuant to Section 6.01 hereof and is continuing, the Trustee shall notify the Escrow Agent in additional Collateral Obligations or writing. (2e) in the case If all outstanding Notes become due and payable immediately as a result of an Effective Date Special Redemptionacceleration pursuant to Section 6.02 hereof, Interest Proceeds and Principal Proceeds available the Trustee will notify the Escrow Agent in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation writing. (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of Payments. Notice of payments f) Any redemption pursuant to this Section 9.6 3.09 shall be given by made pursuant to the provisions of Sections 3.04 and 3.05 hereof. (g) In no event shall the Trustee not less than (x) in have any responsibility for determining or verifying the case accuracy of a Reinvestment the Special Redemption, three Business Days prior to the applicable Special Mandatory Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice to the Trustee Website, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information to the Trustee Website and, subject to Section 14.3(c), to each Rating AgencyPrice.

Special Redemption. Principal payments In the event that the Escrow Release Date has not occurred on or prior to the Secured Notes shall be made earlier to occur of (i) the determination by the Board of Directors of the Company, in part its good faith judgment, that the Escrow Release Date will not occur on or prior to the Outside Date, (ii) the Acquisition Agreement having been terminated in accordance with its terms, or (iii) the Priority of Payments on any Payment Date (i) during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such noticeOutside Date, the “Reinvestment Special Redemption Notice Date”) or Issuer shall redeem each Note (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On , on the first Payment date that is five Business Days after the Date of Determination (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), at a cash redemption price equal to the principal amount in of the Collection Account representing Notes, plus accrued and unpaid interest from the Issue Date, or from the most recent date to which interest has been paid or provided for and Additional Amounts, if any, to but not including, the Special Redemption Date (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption AmountPrice”), as . If the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee Escrow Release Date has not less than (x) in the case of a Reinvestment Special Redemption, three Business Days occurred on or prior to the applicable Date of Determination, upon the receipt of the Date of Determination Officer Certificate and an Opinion of Counsel, to the effect that all conditions precedent provided for in this Indenture with respect to the Special Redemption have been complied with, which the Issuer is required to provide by the close of business on the next Business Day following the Date of Determination, the Trustee will send a notice of such Special Redemption on behalf of the Issuer to the Holders of the Notes (in the form provided to it by the Issuer) on the second Business Day after the Date of Determination. If the Escrow Release Date has not occurred and the Trustee has not received a Date of Determination Officer Certificate and the Opinion of Counsel described in the preceding paragraph prior to 5:00 pm (New York Time) on the Outside Date, the Trustee shall issue a notice of Special Redemption on the second Business Day following the Outside Date, which notice will specify the fifth Business Day following the Outside Date as the Special Redemption Date. Upon the deposit of funds sufficient to pay the Special Redemption Price of all Notes to be redeemed on the Special Redemption Date and (y) in with the case of an Effective Date Special Redemption, one Paying Agent no later than the Business Day prior to the applicable such Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice the Notes will cease to bear interest and all rights under the Notes shall terminate. The Escrow Issuer will not be required to make a Special Redemption following the Release. After payment of the Special Redemption Price to the Trustee WebsiteHolders of the Notes, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information any excess Escrow Property will be returned to the Trustee Website and, subject to Section 14.3(c), to each Rating AgencyIssuer.

Special Redemption. Principal payments If the ▇▇▇▇▇▇ Acquisition shall not have occurred on or prior to the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Acquisition Deadline Date (ior the ▇▇▇▇▇▇ Acquisition shall have been terminated or abandoned prior to such date), the Company shall, no later than the sixth day following the Acquisition Deadline Date (or in the case where the ▇▇▇▇▇▇ Acquisition shall have been terminated or abandoned prior to the Acquisition Deadline Date, no later than the date that is the earlier of (x) during the Reinvestment Period if date that is the Collateral Manager in its sole discretion notifies 30th day following the date of such termination or abandonment and (y) the sixth day following the Acquisition Deadline Date), give the Trustee and the Holders at least five Business Days Days’ (but no more than 10 Business Days’) prior written notice of a special redemption by telecopier, courier or first-class mail to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion Trustee’s Corporate Trust Office and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of each Holder’s registered address and redeem all or a portion of the funds Notes then in outstanding (the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On ) at a redemption price equal to 107% of the first Payment Date aggregate principal amount thereof, together with accrued but unpaid interest (and all subsequent Payment Datesincluding, for the avoidance of doubt, pre-issuance interest) following thereon to the Collection Period in which either date of such notice is given redemption (a the “Special Redemption Date”) (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). The Company will pay, through the amount in Paying Agent, such redemption price for any Note together with accrued and unpaid interest to the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as Date. On and after the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, interest will cease to accrue on Notes called for redemption as long as the Company has deposited with the Paying Agent funds in each case by facsimile, email transmission, first class mail, postage prepaid or by posting satisfaction of such notice redemption price pursuant to the Trustee Website, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information to the Trustee Website and, subject to Section 14.3(c), to each Rating Agencythis Indenture.

Special Redemption. Principal payments In the event that the Escrow Release Date has not occurred on or prior to the Secured Notes shall be made earlier to occur of (i) the determination by the Board of Directors of the Company, in part its good faith judgment, that the Escrow Release Date will not occur on or prior to the Outside Date, (ii) the Acquisition Agreement having been terminated in accordance with its terms, or (iii) the Priority of Payments on any Payment Date (i) during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such noticeOutside Date, the “Reinvestment Special Redemption Notice Date”) or Issuer shall redeem each Note (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On , on the first Payment date that is five Business Days after the Date of Determination (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), at a cash redemption price equal to the principal amount in of the Collection Account representing Notes, plus accrued and unpaid interest from the Issue Date, or from the most recent date to which interest has been paid or provided for, to but not including, the Special Redemption Date (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption AmountPrice”), as . If the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee Escrow Release Date has not less than (x) in the case of a Reinvestment Special Redemption, three Business Days occurred on or prior to the applicable Date of Determination, upon the receipt of the Date of Determination Officer Certificate and an Opinion of Counsel, to the effect that all conditions precedent provided for in this Indenture with respect to the Special Redemption have been complied with, which the Issuer is required to provide by the close of business on the next Business Day following the Date of Determination, the Trustee will send a notice of such Special Redemption on behalf of the Escrow Issuer to the Holders of the Notes (in the form provided to it by the Escrow Issuer) on the second Business Day after the Date of Determination. If the Escrow Release Date has not occurred and the Trustee has not received a Date of Determination Officer Certificate and the Opinion of Counsel described in the preceding paragraph prior to 5:00 pm (New York Time) on the Outside Date, the Trustee shall issue a notice of Special Redemption on the second Business Day following the Outside Date, which notice will specify the fifth Business Day following the Outside Date as the Special Redemption Date. Upon the deposit of funds sufficient to pay the Special Redemption Price of all Notes to be redeemed on the Special Redemption Date and (y) in with the case of an Effective Date Special Redemption, one Paying Agent no later than the Business Day prior to the applicable such Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice the Notes will cease to bear interest and all rights under the Notes shall terminate. The Escrow Issuer will not be required to make a Special Redemption following the Release. After payment of the Special Redemption Price to the Trustee WebsiteHolders of the Notes, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information any excess Escrow Property will be returned to the Trustee Website and, subject to Section 14.3(c), to each Rating AgencyIssuer.

Special Redemption. Principal payments on If all the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has Transactions have not been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) consummated on or after before the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in Company shall, on the Collection Account representing Special Redemption Date, redeem and retire (1) in the case of a Reinvestment "Special Redemption") all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the Special Redemption Date, Principal Proceeds which as follows: (a) Upon issuance of the Collateral Manager has determined cannot be reinvested Initial Securities, the Company shall deliver the net proceeds from the sale of the Initial Securities to the Securities Intermediary. The Securities Intermediary shall use such net proceeds to purchase Cash Equivalents, as directed by the Company. The Company shall simultaneously deliver to the Securities Intermediary additional cash for the purchase of additional Cash Equivalents in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemptionamount sufficient, Interest Proceeds and Principal Proceeds available in accordance together with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance Cash Equivalents purchased with the Priority net proceeds of Payments. Notice the offering of payments pursuant to this Section 9.6 the Initial Securities, for the full payment of the principal amount of all of the Securities, all interest that shall be given by accrue thereon until and through the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and the Securities Intermediary's customary fees. The Securities Intermediary shall deposit all Cash Equivalents so purchased into a securities account (ythe "Special Redemption Account") in maintained at the case of an Effective Date Special Redemption, one Business Day prior to Securities Intermediary. (b) If the applicable Hilton Distribution has not been consummated on or before the Special Redemption Date, the Securities Intermediary shall immediately liquidate the Cash Equivalents in each case by facsimilethe Special Redemption Account and the Trustee shall use the proceeds therefrom and any additional funds to redeem and retire all of the Securities, email transmissionfor a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the Special Redemption Date, first class mail, postage prepaid or by posting and to pay the Securities Intermediary's and the Trustee's customary fees with such notice proceeds. Any remaining proceeds after such redemption and retirement of the Securities and payment of the Securities Intermediary's and the Trustee's fees shall be delivered promptly to the Company. (c) If the Hilton Distribution has been consummated on or before the Special Redemption Date and the Trustee Website, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address has released its security interest in the Register Special Redemption Account in accordance with Section 12.01, but all of the Transactions have not been consummated on or otherwise by posting such information prior to the Special Redemption Date, the Company shall, on the Special Redemption Date, deposit sufficient cash with the Trustee Website andfor the payment in full of the principal amount of all of the Securities and all interest that shall have accrued thereon through the Special Redemption Date. The Trustee shall immediately use such cash to redeem and retire all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the Special Redemption Date. If the Company does not deposit such cash with the Trustee on the Special Redemption Date, subject the Securities shall bear interest at the rate of 7 7/8% per annum plus Additional Interest, if any, from the Special Redemption Date to the date that the Company redeems and retires all of the Securities for a price equal to 100% of their principal amount plus accrued and unpaid interest thereon through the date of redemption. (d) The Company's obligations under this Section 14.3(c), to each Rating Agency11.09 shall be covenants of the Company.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in its sole discretion good faith notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 90 consecutive Business Days days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date from each Rating Agency its written confirmation of its Initial Ratings Confirmation of the Secured Notes (an “Effective Date Special Redemption” and in each of an Effective Date Special Redemption and a Reinvestment Special Redemptioncase, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing as applicable either (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which that the Collateral Manager has determined cannot be reinvested been unable to reinvest in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available therefor in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation confirmation from each of the Rating Agencies of the initial ratings of the Secured Notes (such amount, a “Special Redemption Amount”), as the case may be, ) will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special RedemptionRedemption described in clause (i) above, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date a Special RedemptionRedemption described in clause (ii) above, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information and to the Trustee Website and, subject to Section 14.3(c), to each both Rating AgencyAgencies.

Special Redemption. Principal payments All or a portion of the Bonds of any Series (except for a Series with monthly Payment Dates) shall be subject to special redemption on a pro rata, random lot or other selection basis as specified in the related Terms Indenture, at the Redemption Price pursuant to this Section 11.02 on the Secured Notes shall be made Special Redemption Date specified in part the related Terms Indenture in the event that (i) the Issuer makes a determination in accordance with Section 12.11(d) that the Priority of Payments available funds on any deposit with the Trustee on the next succeeding Payment Date would not be sufficient to meet principal and interest requirements of the Bonds of such Series for such Payment Date as the result of the Principal Prepayments on the Mortgage Collateral securing such Series since the immediately preceding Payment Date, and (iii) during the Reinvestment Period if Issuer elects not to deposit, by the Collateral Manager third calendar day after such determination, the amount determined by the Issuer pursuant to Section 12.11(d) as necessary to avoid a special redemption. The Trustee shall call for special redemption of the principal amount of Bonds of a Series as determined in its sole discretion notifies the Trustee at least five Business Days prior to accordance with Section 12.11(d) and such Bonds shall be due and payable on the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”)Price. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable The Special Redemption Date and (y) the Special Redemption Price shall be as specified in the case of an Effective Date Special Redemption, one Business Day prior to related Terms Indenture and the applicable Special Redemption Record Date shall be as set by the Trustee. All payments of principal pursuant to any special redemption shall be made in the same priority and manner as payments of principal on any Payment Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice to . There shall be no limit upon the number of times the Trustee Website, to each Holder may call Bonds of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise a Series for special redemption and more than one Special Redemption Date may be fixed by posting such information to the Trustee Website and, subject during any Due Period so long as (i) the requisite determination is made pursuant to Section 14.3(c), to each Rating Agency12.11(d) and (ii) the requirements of this Article Eleven are complied with.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (iA) during the Reinvestment Period Period, if the Collateral Manager in at its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “"Reinvestment Period Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”") or (iiB) on or after the Effective DateRamp-Up Period, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation 7.17(c) (an “Effective Date a "Ramp-Up Period Special Redemption” " and each of an Effective Date Special Redemption and together with a Reinvestment Period Special Redemption, each a “"Special Redemption”"). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing (1) in the case of a Reinvestment Period Special Redemption, the amount in the Principal Collection Subaccount representing Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date a Ramp-Up Period Special Redemption, the amounts in the Interest Collection Subaccount and Principal Collection Subaccount, as applicable, representing Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until Proceeds, as applicable, that the Issuer obtains Effective Date Ratings Confirmation (or the Collateral Manager on the Issuer's behalf) has determined are required for a Special Redemption pursuant to Section 7.17(c) (each such amount, a “"Special Redemption Amount”), as the case may be, will ") shall be applied in accordance with the Priority of PaymentsPayments under Section 11.1(a)(ii). Notice of payments pursuant to this Section 9.6 9.7 shall be given by the Trustee either by first class mail, postage prepaid, mailed as soon as reasonably practicable, but in any case not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (yprovided that such notice shall not be required in connection with a Special Redemption pursuant to clause (B) in of the case definition of an Effective Date such term if the Special Redemption, one Business Day Redemption Amount is not known on or prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice to the Trustee Website, date) to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing 's address in the Register or otherwise by posting such information and to the Trustee Website andRating Agencies or by facsimile or via email transmission to such parties. In addition, subject for so long as any Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to Section 14.3(c), the Holders of such Notes shall also be sent to each Rating Agencythe Irish Listing Agent for release via the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date Business Day (i) during the Reinvestment Period if the Collateral Manager in at its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date from each Rating Agency its written confirmation of its Initial Ratings Confirmation of the Notes (an “Effective Date Special Redemption” and in each of an Effective Date Special Redemption and a Reinvestment Special Redemptioncase, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing as applicable either (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available therefor in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation confirmation from each of the Rating Agencies of the initial ratings of the Notes (such amount, a “Special Redemption Amount”), as the case may be, ) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Reinvestment Special RedemptionRedemption described in clause (i) above, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date a Special RedemptionRedemption described in clause (ii) above, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting and to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such information exchange so require, notice of Special Redemption to the Trustee Website and, subject holders of such Listed Notes shall also be given by the Issuer to Section 14.3(c), to each Rating AgencyNoteholders by publication on the Irish Stock Exchange via the Companies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date The Corporation may redeem (i) during the Reinvestment Period if the Collateral Manager in its sole discretion notifies the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 consecutive Business Days to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On ) all of the first Payment Date (and all subsequent Payment Dates) Recapitalization Preferred held by a Recapitalization Preferred Shareholder by sending notice to such Recapitalization Preferred Shareholder, in accordance with the provisions of Section 3D hereof, at any time within 60 days following the Collection Period in date upon which either such notice the president of the Corporation receives a Notice of A-2 Purchase Option that the Corporation is given (permitted to repurchase the Common Stock owned by a “Special Redemption Date”), the amount in the Collection Account representing (1) Recapitalization Preferred Shareholder. The redemption price per share in the case of Special Redemptions pursuant to this section shall be an amount equal to the Liquidation Value of such Recapitalization Preferred. Any Recapitalization Preferred Shareholder who receives a Reinvestment written notice by the Corporation of a Special Redemption shall transmit to the Corporation, within ten days after the receipt of such notice, the certificates evidencing its Shares. In exchange for the Recapitalization Preferred, such Recapitalization Preferred Shareholder shall receive as payment of the redemption price, at the discretion of the Board of Directors of the Corporation, either a non-interest bearing promissory note of the Corporation or shares of Termination Preferred Stock of the Corporation in a principal amount equal to the Liquidation Value of the Recapitalization Preferred. Each Special Redemption by the Corporation of Recapitalization Preferred shall be consummated at the principal office of the Corporation on the date specified in the notice of Special Redemption, Principal Proceeds which the Collateral Manager has determined candate shall not be reinvested in additional Collateral Obligations or (2) in less than 30 nor more than 60 days after the case date such notice was mailed by the Corporation. At the consummation of an Effective Date such Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 Recapitalization Preferred Shareholder shall be given by the Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior transfer to the applicable Special Redemption Date Corporation good and (y) in the case marketable title to each such redeemed Share free and clear of an Effective Date Special Redemptionany lien, one Business Day prior security interest or other encumbrance and shall deliver to the applicable Special Redemption DateCorporation a stock certificate representing each such redeemed Share, in each case by facsimile, email transmission, first class mail, postage prepaid or by posting such notice duly endorsed for transfer to the Trustee Website, to each Holder of Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register or otherwise by posting such information to the Trustee Website and, subject to Section 14.3(c), to each Rating AgencyCorporation.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in at its sole discretion notifies the Collateral Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment "Special Redemption” and the date "). The Collateral Manager has no obligation to cause a Special Redemption to occur, however, regardless of any such notice, the “Reinvestment Special Redemption Notice Date”) inability or (ii) on or after the Effective Date, if the failure to reinvest in additional Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each Obligations for any period of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”)time. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing Principal Proceeds (1such amount, the "Special Redemption Amount") will be applied as described in the case Priority of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available Payments in accordance with the Priority of Payments on each Debt Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of PaymentsSequence. Notice of payments pursuant to this Section 9.6 (Special Redemption) shall be given by the Collateral Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes Debt affected thereby at such Holder’s 's facsimile number, email address or mailing address in the Register or otherwise by posting such information to the Trustee Website and, subject as specified in Section 14.3 (Notices, etc., to Section 14.3(cCollateral Trustee, the Loan Agent, the Issuers, the Collateral Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and the Rating Agency), to each the Rating Agency.. In addition, notice of Special Redemption to the Holders of any Listed Debt shall also be given by publication on any Active Exchange via the Companies Announcement Office

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in at its sole discretion notifies the Issuer and the Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption” and the date of any such notice, the “Reinvestment Special Redemption Notice Date”) or (ii) on or after the Effective Date, if the Collateral Manager notifies the Trustee and the Collateral Administrator that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date from S&P its written confirmation of its Initial Ratings Confirmation of the Secured Notes (an “Effective Date Special Redemption” and each of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment With respect to an Effective Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “Special Redemption, on each Special Redemption Date”), the amount in the Collection Account representing (1) in the case of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available in accordance with the Priority of Payments on each Payment Date until the Issuer obtains Effective Date confirmation from S&P of its Initial Ratings Confirmation (such amount, a “Special Redemption Amount”), as of the case may be, Secured Notes will be applied in accordance with the Priority of Payments. With respect to a Reinvestment Special Redemption, on the Special Redemption Date, the amount in the Collection Account representing Principal Proceeds which the Collateral Manager has determined (with notice to the Trustee and the Collateral Administrator) cannot be reinvested in additional Collateral Obligations (such amount, the “Special Redemption Amount”), will be applied as described in the Priority of Payments in accordance with the Note Payment Sequence. Notice of payments pursuant to this Section 9.6 shall be given by the Co-Issuers or, upon an Issuer Order, the Trustee in the name and at the expense of the Co-Issuers, not less than (x) in the case of a Reinvestment Special Redemption, three Business Days five days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one two Business Day Days prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes affected thereby at such Holder▇▇▇▇▇▇’s facsimile number, email address or mailing address in the Register or otherwise by posting such information and to the Trustee Website and, subject to Section 14.3(c), to each Rating AgencyAgency then rating a Class of Secured Notes.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period Period, if the Collateral Manager in at its sole discretion notifies the Collateral Trustee at least five Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least 30 20 consecutive Business Days Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment "Special Redemption” and the date "). The Collateral Manager has no obligation to cause a Special Redemption to occur, however, regardless of any such notice, the “Reinvestment Special Redemption Notice Date”) inability or (ii) on or after the Effective Date, if the failure to reinvest in additional Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to obtain Effective Date Ratings Confirmation (an “Effective Date Special Redemption” and each Obligations for any period of an Effective Date Special Redemption and a Reinvestment Special Redemption, a “Special Redemption”)time. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which either such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing Principal Proceeds (1such amount, the "Special Redemption Amount") will be applied as described in the case Priority of a Reinvestment Special Redemption, Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations or (2) in the case of an Effective Date Special Redemption, Interest Proceeds and Principal Proceeds available Payments in accordance with the Priority of Payments on each Debt Payment Date until the Issuer obtains Effective Date Ratings Confirmation (such amount, a “Special Redemption Amount”), as the case may be, will be applied in accordance with the Priority of PaymentsSequence. Notice of payments pursuant to this Section 9.6 (Special Redemption) shall be given by the Collateral Trustee not less than (x) in the case of a Reinvestment Special Redemption, three Business Days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, one Business Day prior to the applicable Special Redemption Date, in each case by facsimile, email transmission, transmission or first class mail, postage prepaid or by posting such notice to the Trustee Websiteprepaid, to each Holder of Secured Notes Debt affected thereby at such Holder’s 's facsimile number, email address or mailing address in the Register or otherwise by posting such information and, as specified in Section 14.3 (Notices, etc., to Collateral Trustee, the Loan Agent, the Issuers, the Collateral Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and the Rating Agency), 199 to the Trustee Website and, subject to Section 14.3(c), to each Rating Agency.. In addition, notice of Special Redemption to the Holders of any Listed Debt shall also be given by publication on any Active Exchange via the Companies Announcement Office