Common use of Tax Redemption Clause in Contracts

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes.

Tax Redemption. (a) The Notes Debt shall be redeemed or prepaid in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Collateral Trustee) of (x) a Majority of any Affected Class or (y) the Issuer (acting at the direction of a Majority of the Subordinated Notes (with the consent of the Collateral ManagerNotes), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agencies thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, the Loan Agent and the Collateral Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the Debt and the Rating Agencies thereof. (e) The Subordinated Notes may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment in full of the Secured Debt, at the direction of a Majority of the Subordinated Notes.

Tax Redemption. (a) The Notes shall be redeemed redeemable (and the Class A Loan shall be prepayable in full in connection with such redemption) by the Issuer in whole but not in part part, at the written direction of the Holder of the Class B Notes delivered to the Issuer, the Note Administrator, the Custodian, the Collateral Agent, the Loan Agent and the Trustee, on any Business Day the Payment Date (any the “Tax Redemption Date”) following the occurrence, as evidenced by an Issuer Order certifying that the conditions for a Tax Redemption have occurred, of a Tax Event if the Tax Materiality Condition is satisfied upon repayment of the Class A Loan in full and, in the case of the Notes, at a price equal to the Redemption Price (such redemption, a “Tax Redemption”) at their applicable ); provided that that the funds available to be used for such Tax Redemption Prices (subject will be sufficient to any election by Holders of 100% of pay the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of Total Redemption Price. Upon the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing of a Tax Redemption, the Trustee Collateral Agent shall promptly notify provide written notice thereof to the Debtholders and the Trustee. Any sale or disposition of a Mortgage Asset by the Collateral Manager, Agent in connection with a Tax Redemption shall be performed upon Issuer Order by the Holders and Collateral Agent in the Issuer (which shall notify each Rating Agency) thereof. (d) If an Officer manner directed by the Holder of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, Class B Notes (provided that nothing herein shall require the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating AgencyAgent to execute and deliver any agreement with a purchaser of Mortgage Assets), the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes.

Tax Redemption. (a) The Notes shall Each Class of Secured Debt may be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Issuer, the Collateral Manager, the Trustee, the Collateral Agent and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesClass. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee Collateral Agent shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Trustee, the Collateral Administrator, Agent and the Trustee Loan Agent thereof, and upon receipt of such notice the Trustee Collateral Agent shall promptly notify forward such notice to the Holders of the NotesDebt and the Rating Agency thereof.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Event Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered Prior to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Stock Purchase Date. Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax EventEvent Redemption prior to the Stock Purchase Date: (i) the Property Trustee (or, if the Trust shall have been dissolved, the Indenture Trustee) shall cause the Redemption Price payable on the Tax Event Redemption Date with respect to the Applicable Principal Amount to be either (A) deposited into the Collateral Account by federal funds check or wire transfer of immediately available funds and shall notify the Collateral Agent and the Securities Intermediary immediately in writing of such deposit, or (B) distributed directly to Holders of Separate Trust Preferred Securities, if any, directly; (ii) the Property Trustee (or, if the Trust shall have been dissolved, the Indenture Trustee) shall deliver to the Collateral Agent and the Securities Intermediary a written notice, substantially in the form of Exhibit C hereto, requesting that the Collateral Agent cause the Securities Intermediary to present the Pledged Treasury Securities, the Pledged Trust Preferred Securities or the Pledged Treasury Consideration, as the case may be, to be redeemed by the Trust by having the Collateral Agent cause the Securities Intermediary to release them from the Pledge and to deliver them to the Property Trustee of the Trust, upon receipt of the funds as set forth in clause (a)(i) of this Section 6.4; and (iii) upon confirmation of the deposit of such funds and following written instructions from the Company or the Trust, substantially in the form of Exhibit F, the Collateral Manager Agent shall promptly notify cause the Issuer Securities Intermediary to: (which shall notify each Rating Agency)1) release from the Pledge all of the Pledged Treasury Securities, Pledged Trust Preferred Securities or the Collateral AdministratorPledged Treasury Consideration, and as the Trustee thereofcase may be; (2) Transfer such Pledged Treasury Securities, and upon receipt of such notice Pledged Trust Preferred Securities or the Trustee shall promptly notify Pledged Treasury Consideration to the Purchase Contract Agent for distribution to the Holders of Normal Units or Stripped Units; (3) apply an amount equal to the Notes.Redemption Amount of such Redemption Price to purchase the Treasury Portfolio from the Quotation Agent; (4) credit such Treasury Portfolio to the Collateral Account and (5) promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of Normal Units or Stripped Units, free and clear of any lien, pledge or encumbrance; provided that: --------

Tax Redemption. (a) The Notes Debt shall be redeemed (or, in the case of the Class A-2 Loans, prepaid) in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Collateral Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager), in either case following the occurrence and during the continuation of a Tax Event, provided that if the Tax Event that has occurred is with respect to any tax arising under or as a result of FATCA, then Holders that have not provided, updated or corrected the information requested by the Issuer in order for the Issuer to comply with FATCA and/or the Bermuda FATCA Legislation or whose direct or indirect acquisition or holding of an interest in any Debt otherwise causes the Issuer to be unable to comply with FATCA or the Bermuda FATCA Legislation (to the extent that the failure to provide, update or correct such information or a Holder’s acquisition and ownership of Debt was a cause of the Tax Event) shall not be considered in determining whether either (1) a Majority of an Affected Class, under (x), or (2) a Majority of the Subordinated Notes, under (y), has directed a redemption (or, in the case of the Class A-2 Loans, prepayment) of the Debt. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating Agency) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes.

Tax Redemption. (a) The Notes Secured Debt shall be redeemed (or in the case of the Class A Loans, prepaid), as applicable, in whole but not in part on any Business Day (any such redemption, a ““ Tax Redemption”” ) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the TrusteeCollateral Trustee and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)SecuritiesPreferred Shares, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Administrator and the Collateral Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the NotesSecured Debt and Subordinated Securities and the Rating Agency thereof.

Tax Redemption. (a) The Notes shall be redeemed or, in the case of the Class A-1L Loans, prepaid in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes NotesDebt by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesNotesDebt in accordance with the definition of “Redemption Price”. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured NotesDebt ) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify in writing the Administrator and the Co-Issuers (and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured NotesDebt ), the Collateral Administrator, the Class A-1L Loan Agent and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be deemed to have notice or knowledge to the contrary.

Tax Redemption. (a) The Notes shall be redeemed redeemable by the Issuer in whole but not in part on any Business Day part, and the Class A Loan shall be prepayable in full in connection with such redemption at the written direction of the Holder of the Class B Notes (any the “Tax Redemption Direction”) following the occurrence of a Tax Event, which event is evidenced by an Issuer Order certifying that a Tax Event has occurred and that the Tax Materiality Condition is satisfied (such redemption, a “Tax Redemption”) at their applicable ). The Tax Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (Direction shall be delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax RedemptionIssuer, the Trustee shall promptly notify the Collateral ManagerNote Administrator, the Holders and the Issuer (which shall notify each Rating Agency) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax EventCustodian, the Collateral Manager shall promptly notify Agent, the Issuer Loan Agent and the Trustee. On the Payment Date following the delivery of the Tax Redemption Direction (which shall notify each Rating Agencythe “Tax Redemption Date”), the Collateral Administrator, Class A Loan shall be repaid in full (together with any applicable Minimum Interest Amount) and the Trustee thereof, and upon Notes shall be repaid at a price equal to the Redemption Price; provided that the funds available to be used for a Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the receipt of such the Tax Redemption Direction, the Collateral Agent shall provide written notice thereof to the Trustee Debtholders and the Trustee. Any sale or disposition of a Mortgage Asset by the Collateral Agent in connection with a Tax Redemption shall promptly notify be performed upon Issuer Order by the Holders Collateral Agent in the manner directed by the Holder of the NotesClass B Notes (provided that nothing herein shall require the Collateral Agent to execute and deliver any agreement with a purchaser of Mortgage Assets).

Tax Redemption. (a) The Notes Debt shall be redeemed or prepaid in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Collateral Trustee) of (x) a Majority of any Affected Class or (y) the Issuer (acting at the direction of a Majority of the Subordinated Notes (with the consent of the Collateral ManagerNotes), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral ManagerServicer, the Holders and the Issuer (which shall notify each Rating Agency) Agencies thereof. (d) If an Officer of the Collateral Manager Servicer obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager Servicer shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, the Loan Agent and the Collateral Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the Debt and the Rating Agencies thereof. (e) The Subordinated Notes may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment in full of the Secured Debt, at the direction of a Majority of the Subordinated Notes.

Tax Redemption. (a) The Notes Debt shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their its applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the TrusteeTrustee and/or each applicable Loan Agent, as applicable) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt by notifying the Trustee and each applicable Loan Agent (if applicable) in writing of such election prior to the Redemption Date. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee and/or the applicable Loan Agent, as applicable, shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) S&P thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), the Collateral Administrator, and the Trustee and the Loan Agents thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the NotesNotes and S&P thereof, and the applicable Loan Agent shall notify the applicable Class A-L Lenders thereof. Until the Trustee and/or the Loan Agents, as applicable, receives written notice from the Collateral Manager or otherwise, neither the Trustee nor the Loan Agents shall be deemed to have notice or knowledge of any Tax Event.

Tax Redemption. (a) The Notes Securities shall be redeemed (or prepaid, as applicable) in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the TrusteeCollateral Trustee and the Loan Agent, as applicable) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Preferred Shares, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agencies thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Administrator and the Collateral Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the NotesSecurities and the Rating Agencies thereof. Until the Collateral Trustee receives written notice from the Collateral Manager or otherwise, the Collateral Trustee shall not be deemed to have notice or knowledge of any Tax Event.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection ; provided that, if the Tax Event that has occurred is with respect to any tax arising under or as a result of FATCA, then Holders that have not provided the Issuer or its agents with any Tax Redemptioncorrect, Holders complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS and to prevent the imposition of 100% U.S. federal withholding tax under FATCA on payments to or for the benefit of the Aggregate Outstanding Amount Issuer (to the extent that the failure to provide such information and documentation was, in the reasonable judgment of the Collateral Manager, a cause of the tax arising under FATCA) shall not be considered in determining whether a Majority of any Class of Secured Notes may elect to receive less than 100% or the Subordinated Notes have directed a redemption of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (cb) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating AgencyAgency then rating a Class of Secured Notes) thereof. (dc) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each the Rating AgencyAgency then rating a Class of Secured Notes), the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes. Until notified by the Collateral Manager or until a Trust Officer of the Trustee obtains actual knowledge of the occurrence of a Tax Event, the Trustee shall not be deemed to have any notice or knowledge of the occurrence of such Tax Event.

Tax Redemption. (a) The Notes Debt shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee, the Collateral Agent and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee Collateral Agent shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, the Collateral Agent, the Loan Agent and the Trustee thereof, and upon receipt of such notice the Trustee Collateral Agent shall promptly notify the Holders of the Notes.Debt and the Rating Agency thereof

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) the Issuer (acting at the direction of a Majority of the Subordinated Notes (with the consent of the Collateral ManagerNotes), in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes and the Rating Agency thereof. (e) The Subordinated Notes may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment in full of the Secured Notes, at the direction of a Majority of the Subordinated Notes.

Tax Redemption. (a) The Notes Secured Debt shall also be redeemed repaid or redeemed, as applicable, in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (v) a Majority of the Class A Debt if, as a result of the occurrence of a Tax Event, the Class A Holders have not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable on the Class A Debt on any Payment Date (w) a Majority of the Class B Notes if, as a result of the occurrence of a Tax Event, the Class B Noteholders have  22015383.7 -153-  not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable on the Class B Notes on any Payment Date, (x) a Majority of the Class C Notes if, as a result of the occurrence of a Tax Event, the Class C Noteholders have not received 100% of the aggregate amount of principal and interest (including Deferred Interest and interest on accrued and unpaid Deferred Interest) that would otherwise be due and payable on the Class C Notes on any Affected Class Payment Date, or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (ba) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt. (cb) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (dc) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the NotesSecured Debt and the Rating Agency thereof.

Tax Redemption. (a) The Notes Each Class of Secured Debt shall be redeemed (or in the case of the Class B-R Loans prepaid) in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their the applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) therefor at the written direction (delivered to the Issuer, the Collateral Manager, the Loan Agent and the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to be redeemed may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesClass. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Trustee and the Trustee Loan Agent thereof, and upon receipt of such notice the Trustee shall promptly notify forward such notice to the Holders and each Rating Agency thereof. Until notified by the Collateral Manager or until a Trust Officer of the NotesTrustee obtains actual knowledge of the occurrence of a Tax Event, the Trustee shall not be deemed to have any notice or knowledge of the occurrence of such Tax Event.

Tax Redemption. (a) The Notes Obligations shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes for which the Note Amount thereof is Outstanding corresponding to the applicable Portfolio at such time, by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesNotes in accordance with the definition of “Redemption Price”. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Rated Notes) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify in writing the Administrator and the Issuer Entities (which and the Issuer shall notify each the Rating AgencyAgency so long as it is rating a Class of Rated Notes), the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the NotesObligations. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be deemed to have notice or knowledge to the contrary.

Tax Redemption. (a) The Notes Each Class of Secured Debt shall be redeemed (or in the case of the Class A-1 Loans, prepaid) in whole but not in part on any Business Day (any such redemption, a “"Tax Redemption”") on any Payment Date at their the applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) therefor at the written direction (delivered to the TrusteeIssuer, the Collateral Manager, the Collateral Trustee and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to be redeemed may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesClass. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Trustee and the Trustee Loan Agent thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify forward such notice to the Holders and each Rating Agency thereof. Until notified by the Collateral Manager or until a Trust Officer of the NotesCollateral Trustee obtains actual knowledge of the occurrence of a Tax Event, the Collateral Trustee shall not be deemed to have any notice or knowledge of the occurrence of such Tax Event.

Tax Redemption. (a) The Secured Notes shall will be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the TrusteeIssuer, the Trustee and the Collateral Manager) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes on any Payment Date (or, with the consent of the Collateral Manager), in either case any Business Day) following the occurrence and during the continuation of a Tax EventEvent (I) with respect to payments under one or more Collateral Obligations or Hedge Agreements forming part of the Assets that results or will result in the nonpayment of 5.0% or more of Scheduled Distributions for any Collection Period or (II) resulting in a tax or “gross-up” burden on the Issuer in an aggregate amount in any Collection Period in excess of U.S.$1,000,000; provided, that if a Tax Event occurs and is continuing because the Issuer is subject to withholding tax under FATCA, then holders of Notes that have failed to provide the Issuer or its agents with correct, complete and accurate information requested by the Issuer to avoid such withholding tax, or whose ownership of Notes otherwise caused the Issuer to be subject to such withholding tax, will not be considered in determining whether a Majority of the Subordinated Notes have directed a Tax Redemption. In connection with any such redemption, each Class of Secured Notes will be redeemed at the applicable Redemption Price and all Secured Notes to be redeemed must be redeemed simultaneously. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.[Reserved] (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders Holders, each Hedge Counterparty and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesNotes in accordance with the definition of “Redemption Price”. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured Notes) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify in writing the Administrator and the Co-Issuers (and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured Notes), the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be deemed to have notice or knowledge to the contrary.

Tax Redemption. (a) The Notes Each Class of Secured Debt shall be redeemed (or in the case of the Class A-1 Loans, prepaid) in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their the applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) therefor at the written direction (delivered to the TrusteeIssuer, the Collateral Manager, the Collateral Trustee and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to be redeemed may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesClass. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Trustee and the Trustee Loan Agent thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify forward such notice to the Holders and each Rating Agency thereof. Until notified by the Collateral Manager or until a Trust Officer of the NotesCollateral Trustee obtains actual knowledge of the occurrence of a Tax Event, the Collateral Trustee shall not be deemed to have any notice or knowledge of the occurrence of such Tax Event.

Tax Redemption. (a) The Notes Each Class of Secured Debt shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their the applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) therefor at the written direction (delivered to the Issuer, the Collateral Manager, the Trustee, the Collateral Agent and the Loan Agent) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Preferred Shares, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to be redeemed may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesClass. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee Collateral Agent shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Trustee, the Collateral Administrator, Agent and the Trustee Loan Agent thereof, and upon receipt of such notice the Trustee Collateral Agent shall promptly notify forward such notice to the Holders of the Notesand each Rating Agency thereof.

Tax Redemption. (a) The Notes Debt shall be redeemed or, in the case of the Class A-1L-R Loans, prepaid, in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the TrusteeCollateral Trustee (and the Loan Agent, as applicable)) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (ba) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt by notifying the Collateral Trustee (and the Loan Agent, as applicable) in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt in accordance with the definition of “Redemption Price”. (cb) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured Debt) thereof. (dc) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify in writing the Issuer Administrator and the Co-Issuers (which and the Co-Issuers shall notify each the Rating AgencyAgency so long as it is rating a Class of Secured Debt), the Collateral Administrator, the Loan Agent and the Collateral Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the NotesDebt. Until the Collateral Trustee receives written notice from the Collateral Manager or otherwise, the Collateral Trustee shall not be deemed to have notice or knowledge to the contrary.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “"Tax Redemption”") at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating AgencyAgency then rating a Class of Rated Notes) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Administrator and the Issuer (which shall notify each Rating AgencyAgency then rating a Class of Rated Notes), the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes.

Tax Redemption. (a) The Notes Debt shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their its applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt by notifying the Trustee in writing of such election prior to the Redemption Date. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the NotesDebt and each Rating Agency thereof. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be deemed to have notice or knowledge of any Tax Event.

Tax Redemption. (a) The Notes Debt shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax Redemption”) on any Payment Date at their its applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Collateral Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence and during the continuation of a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured NotesDebt by notifying the Collateral Trustee in writing of such election prior to the Redemption Date. (c) Upon its receipt of such written direction directing a Tax Redemption, the Collateral Trustee shall promptly notify the Collateral Manager, the Holders Holders, the Loan Agent and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify the Issuer (which shall notify each Rating Agency), and the Collateral Administrator, and the Trustee thereof, and upon receipt of such notice the Collateral Trustee shall promptly notify the Holders of the NotesDebt and Rating Agency thereof. Until the Collateral Trustee receives written notice from the Collateral Manager or otherwise, the Collateral Trustee shall not be deemed to have notice or knowledge of any Tax Event.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “"Tax Redemption”") at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)) at the written direction (delivered to the Trustee) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case following the occurrence of (and during the continuation of due to) a Tax Event. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes by notifying the Trustee in writing prior to the Redemption Date may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders and the Issuer (which shall notify each Rating AgencyAgency then rating a Class of Rated Notes) thereof. (d) If an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly notify in writing the Administrator and the Issuer (which shall notify each Rating AgencyAgency then rating a Class of Rated Notes), the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the Notes. Until the Trustee receives written notice from the Collateral Manager or otherwise, the Trustee shall not be deemed to have notice or knowledge to the contrary.

Tax Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “"Tax Redemption”) at their applicable Redemption Prices (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.3(b)") at the written direction (delivered to the TrusteeTrustee at least 30 days prior to the proposed redemption date (unless the Trustee and the Portfolio Manager agree to a shorter notice period)) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes (with the consent of the Collateral Manager)Notes, in either case case, following (I) the occurrence and during the continuation of a Tax EventEvent with respect to payments under one or more Collateral Obligations forming part of the Assets which results in a payment by, or charge or Tax burden to, the Issuer that results or will result in the withholding of 5% or more of scheduled distributions for any Collection Period or (II) the occurrence and continuation of a Tax Event resulting in a Tax burden on the Issuer in an aggregate amount in any Collection Period in excess of U.S.$1,000,000. (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes. (c) Upon its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Portfolio Manager, the Holders and the Issuer (which shall notify each Rating Agency) Agency thereof. (d) Upon receipt of a notice of a Tax Redemption of the Notes, the Portfolio Manager (in its sole discretion) will direct the sale (and the manner thereof) in accordance with the provisions of the Portfolio Management Agreement of all or part of the Collateral Obligations and other Assets in an amount sufficient to pay, together with all other funds available for such purpose in the Collection Account and the Payment Account, the Redemption Prices of the Notes to be redeemed (or with respect to any Class of Notes the Holders of which have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the holders of such Class, such lesser amount that the holders of such Class have elected to receive) and to pay all Administrative Expenses (regardless of the Administrative Expense Cap) payable under the Priority of Payments. If the 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 Notes and to pay such fees and expenses, the Notes may not be redeemed. The Portfolio Manager, in its sole discretion, may effect the sale 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. (e) If an Officer of the Collateral Portfolio Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Portfolio Manager shall promptly notify the Issuer (which shall notify each Rating Agency)Issuer, the Collateral Administrator, Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify the Holders of the NotesNotes and each Rating Agency thereof.