Common use of Clean-up Call; Tax Redemption and Optional Redemption Clause in Contracts

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x Moody’s and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x Moody’s (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) the Rating Agency at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Collateral Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been (excluding any Class B Capitalized Interest) will be reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee and the Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of the Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption PricePrice and, in connection with an Optional Redemption occurring prior to the Payment Date in December 2016, the Class A Make Whole Amount and the Class B Make Whole Amount. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset Collateral to the Loan Obligation Collateral Manager or any Affiliate of the Loan Obligation Collateral Manager other than ARMS Equity the Parent REIT in connection with an Optional Redemption. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Collateral Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) the Rating Agency at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Collateral not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the AssetsCollateral, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”)Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) ), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date, at a price equal to their applicable Redemption Prices (such redemption, a “Clean-up Call”); provided that any payments due and payable upon a termination of each Hedge Agreement and each Synthetic Asset will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used on the applicable Redemption Date for such Clean-up Call will be sufficient to pay (x) the Total Redemption PricePrices of the Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (5) and (29) through (32) of Section 11.1(a)(i). If the Collateral Manager effects a Clean-Up Call, the Income Notes shall be redeemed simultaneously with the Notes at the Redemption Price for the Income Notes. (b) The Notes and the Preferred Shares Securities shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the TrusteeIssuer, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event Event, if the Tax Materiality Condition is satisfied and at the direction of the Holders of at least a Majority of the Aggregate Outstanding Amount of the Income Notes at a price equal to the their applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that any payments due and payable upon a termination of each Hedge Agreement and each Synthetic Asset will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used on the applicable Redemption Date for such Tax Redemption will be sufficient to pay (x) the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all Prices of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event simultaneously and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (Ay) the Loan Obligation Manager shall have certified to amounts and the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with expenses described in clauses (1) one or more financial institutions whose long-term unsecured debt obligations through (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less5) and “A-1” by S&P or (229) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.through

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemptionCertificateholder or the Collateral Manager, a “Clean-up Call”)in the latter case, unless the Certificateholder objects, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) ), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 1015% of the Aggregate Outstanding Amount of the Notes on the Closing Date, each at a price equal to the applicable Redemption Price (such redemption, a “Clean-up Call”); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares Certificate shall be redeemable, in whole but not in part, by an Act of a Majority of Preferred Shareholders the Certificateholder delivered to the TrusteeTrustee and the Collateral Manager, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if and satisfaction of the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices Price (such redemption, a “Tax Redemption”); provided that that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes (other than the Class A-1R Notes) are listed on the Irish Stock Exchange), the Class A-1R Note Agent, each Hedge Counterparty and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares Certificate shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date on or after the end of the Non-call Period, Payment Date occurring in January 2010 at the direction of the Issuer (such redemption, an “Optional Redemption”) (i) by Act of a Majority of Preferred Shareholders the Certificateholder delivered to the Trustee, or (ii) at the direction of the Collateral Manager unless the Certificateholder objects; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein In the event that an Optional Redemption occurs on or prior to the contraryPayment Date occurring in January 2012, the Issuer shall not sell any Asset to Redemption Price for the Loan Obligation Manager or any Affiliate of Class A-2A Notes will include the Loan Obligation Manager other than ARMS Equity in connection with an Optional RedemptionMake-Whole Premium. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section Sections 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) at least six (6) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer has entered into a binding agreement or agreements agreements, with (1A) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (Mxxxx’x as long as the term of such agreement is 90 days ninety (90) day or less) less and “A-1” by S&P or (2B) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Pledged Obligations, not later than the Business Day immediately preceding the scheduled Redemption Date or (Bii) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii2) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”)Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “"Clean-up Call Date”) "), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date, at a price equal to the applicable Redemption Price (such redemption, a "Clean-up Call"); provided provided, that that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “"Tax Redemption Date”") following the occurrence of a Tax Event if and satisfaction of the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices Price (such redemption, a “"Tax Redemption”"); provided provided, that that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes are listed on the Irish Stock Exchange), each Hedge Counterparty and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date on or after the end of the Non-call Period, Payment Date occurring in January 2008 at the direction of the Issuer (such redemption, an “"Optional Redemption”") (i) by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, or (ii) at the direction of the Collateral Manager unless a Majority of the Preferred Shares object; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s 's Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s 's Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section Sections 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) at least six (6) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer has entered into a binding agreement or agreements agreements, with (1A) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “"P-1” " by Xxxxx’x (Moody's as long as the term of such agreement is 90 days ninety (90) day or less) less and “"A-1” " by S&P or (2B) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Pledged Obligations, not later than the Business Day immediately preceding the scheduled Redemption Date or (Bii) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii2) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer and, as applicable, the Co-Issuer, at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and and, as applicable, the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer and, as applicable, the Co-Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer and, as applicable, the Co-Issuer or from the Loan Obligation Manager on behalf of the Issuer and, as applicable, the Co-Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer and, as applicable, the Co-Issuer, certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer and, as applicable, the Co-Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) the Rating Agency at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Collateral Manager (such redemption, a “"Clean-up Call”"), in whole but not in part, at a price equal to the applicable Redemption Prices Price on any Payment Date (the “"Clean-up Call Date”") on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “"Tax Redemption Date”") following the occurrence of a Tax Event if and satisfaction of the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices Price (such redemption, a “"Tax Redemption”"); provided that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; provided, further, that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes are listed on the Irish Stock Exchange), each Hedge Counterparty and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date on or after the end of the Non-call Period, Payment Date occurring in April 2009 at the direction of the Issuer (such redemption, an “"Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a"), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Collateral Manager (such redemption, a “"Clean-up Call”"), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “"Clean-up Call Date”") on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “"Tax Redemption Date”") following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “"Tax Redemption”"); provided that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; provided, further, that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes (other than the Class A-1AR Notes) are listed on the Irish Stock Exchange), each Hedge Counterparty, the Class A-1AR Note Agent and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “"Optional Redemption”") by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; provided, further, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Collateral Manager or any Affiliate of the Loan Obligation Collateral Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s 's Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s 's Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Collateral Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “"P-1” " by Xxxxx’x Moody's (as long as the term of such agreement is 90 days or less) and “"A-1” " by S&P or (2) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Pledged Obligations not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and so, long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consented (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Offered Notes has been reduced to 10% or less of the Aggregate Outstanding Amount of the Offered Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of Preferred Shareholders delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager shall provide written notice thereof to the Trustee and the Rating Agencies. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) by Act of a Majority of Preferred Shareholders delivered to the Trustee; provided, however, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager shall have certified to the Trustee that the Loan Obligation Manager, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation Manager, to sell all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”)Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) ), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date, at a price equal to the applicable Redemption Price (such redemption, a “Clean-up Call”); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. In connection with a Clean-up Call, the Issuer shall notify the Trustee and the Preferred Shares Paying Agent of such Clean-up Call and the Clean-up Call Date and direct the Trustee, in writing, to sell the Collateral Debt Securities to the Majority Preferred Shareholder or other Persons identified by the Collateral Manager, in accordance with Articles 9, 10 and 12, and upon any such sale the Trustee will release the lien on such Collateral Debt Securities. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Holders of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if and satisfaction of the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices Price (such redemption, a “Tax Redemption”); provided that that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee, the Cayman Stock Exchange (for so long as any Senior Notes are listed on the Cayman Stock Exchange), each Hedge Counterparty and each Rating Agency. In connection with a Tax Redemption, the Issuer shall notify the Trustee and the Rating AgenciesPreferred Shares Paying Agent of such Tax Redemption and the Tax Redemption Date and shall direct the Trustee, in writing, to sell the Collateral Debt Securities in the manner determined by the Collateral Manager and in accordance with Articles 9, 10 and 12, and upon any such sale the Trustee will release the lien upon such Collateral Debt Security. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date on or after the end of Payment Date occurring in May 2009 (the Non-call Period, “Optional Redemption Date”) at the direction of the Issuer (such redemption, an “Optional Redemption”) (i) by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, or (ii) at the direction of the Collateral Manager unless a Majority of the Preferred Shares object; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in In connection with an Optional Redemption, the Issuer shall notify the Trustee and the Preferred Shares Paying Agent of such Optional Redemption and the Optional Redemption Date and direct the Trustee, in writing, to sell the Collateral Debt Securities in the manner determined by the Collateral Manager and in accordance with Articles 9, 10 and 12, and upon any such sale the Trustee shall release the lien upon such Collateral Debt Securities. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section Sections 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) at least six (6) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer has entered into a binding agreement or agreements agreements, with (1A) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (Moody’s as long as the term of such agreement is 90 days ninety (90) day or less) less and “A-1” by S&P (or any other entity that has the benefit of a credit facility, a warehouse agreement, a liquidity facility or a similar arrangement with a financial or other institution or entity that satisfies such criteria and such financial or other institution or entity irrevocably agrees to fund the purchase of all or part of the Collateral Debt Securities and the assignment or termination of the Hedge Agreements as set forth herein) or (2B) one or more Affiliates of the Loan Obligation ManagerCollateral Manager (or, in the case of a Clean-Up Call, the Preferred Shareholder or Affiliates thereof), to sell all or part of the Assets Pledged Obligations (directly or by participation or other arrangement, provided that, in the case of a participation interest, the Issuer shall remain in existence), not later than the Business Day immediately preceding the scheduled Redemption Date or (Bii) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii2) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”)Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) ), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 1015% of the Aggregate Outstanding Amount of the Notes on the Closing Date, at a price equal to the applicable Redemption Price (such redemption, a “Clean-up Call”); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay the Total Redemption Price. (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if and satisfaction of the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices Price (such redemption, a “Tax Redemption”); provided that that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Tax Redemption will be sufficient to pay the Total Redemption Price. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes are listed on the Irish Stock Exchange), each Hedge Counterparty and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date on or after the end of the Non-call Period, Payment Date occurring in July 2008 at the direction of the Issuer (such redemption, an “Optional Redemption”) (i) by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, or (ii) at the direction of the Collateral Manager unless a Majority of the Preferred Shares object; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate of the Loan Obligation Manager other than ARMS Equity in connection with an Optional Redemption. (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section Sections 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) at least six (6) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer has entered into a binding agreement or agreements agreements, with (1A) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (Moody’s as long as the term of such agreement is 90 days ninety (90) day or less) less and “A-1” by S&P or (2B) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Pledged Obligations, not later than the Business Day immediately preceding the scheduled Redemption Date or (Bii) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii2) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may be redeemed by the Issuer at the option of and at the direction of the Loan Obligation Manager (such redemption, a “Clean-up Call”)Collateral Manager, in whole but not in part, at a price equal to the applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) ), on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to ten percent (10% %) of the Aggregate Outstanding Amount of the Notes on the Closing Date, at a price equal to the applicable Redemption Prices (such redemption, a “Clean-up Call”); provided that any payments due and payable upon a termination of each Hedge Agreement will be made on the Clean-up Call Date in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Clean-up Call will be sufficient to pay (x) the Total Redemption PricePrices of the Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (5) and (31) through (33) of Section 11.1(a)(i). (b) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) by the Issuer following the occurrence of a Tax Event Event, if the Tax Materiality Condition is satisfied at a price equal to the applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, the funds available to be used for such Tax Redemption will be sufficient to pay (x) the Total Redemption PricePrices of the Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (5) and (31) through (33) of Section 11.1(a)(i). Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Collateral Manager shall provide written notice thereof to the Trustee Trustee, the Irish Paying Agent (for so long as any Notes are listed on the Irish Stock Exchange), each Hedge Counterparty and the each Rating AgenciesAgency. (c) The Notes and the Preferred Shares shall be redeemable, in whole but not in part, at a price equal to the applicable Redemption PricesPrice, on any Payment Date after the end of the Non-call Period, at the direction of the Issuer (such redemption, an “Optional Redemption”) (i) by Act of a Majority of the Preferred Shareholders Shares delivered to the Trustee, or (ii) at the direction of the Collateral Manager unless a Majority of the Preferred Shares object; provided, however, that any payments due and payable upon a termination of each Hedge Agreement will be made in accordance with the terms thereof and this Indenture; and provided, further, that the funds available to be used for such Optional Redemption will be sufficient to pay the Total amount necessary to pay (x) the Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate Prices of the Loan Obligation Manager other than ARMS Equity Notes simultaneously and (y) the amounts and the expenses described in connection with an Optional Redemptionclauses (1) through (5) and (31) through (33) of Section 11.1(a)(i). (d) The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Collateral Manager to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from the Loan Obligation Collateral Manager on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section Sections 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) at least six (6) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Collateral Manager shall have certified to the Trustee that the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer has entered into a binding agreement or agreements agreements, with (1A) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x and DBRS (if rated by DBRS) each Rating Agency of at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x (Moody’s as long as the term of such agreement is 90 ninety (90) days or less) less and “A-1” by S&P or (2B) one or more Affiliates of the Loan Obligation Collateral Manager, to sell all or part of the Assets Pledged Obligations, not later than the Business Day immediately preceding the scheduled Redemption Date or (Bii) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition and (ii2) the related Sale Proceeds (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.

Clean-up Call; Tax Redemption and Optional Redemption. (a) The Notes may shall be redeemed by the Issuer by Act of the Majority Equityholder delivered to the Trustee at the option of and at the direction of the Loan Obligation Manager Majority Equityholder (such redemption, a “Clean-up Call”), in whole but not in part, at a price equal to the their applicable Redemption Prices on any Payment Date (the “Clean-up Call Date”) on or after the Payment Date on which the Aggregate Outstanding Amount of the Notes has been reduced to 10% of the Aggregate Outstanding Amount of the Notes on the Closing Date; provided that that the funds available to be used for such Clean-up Call will shall be sufficient to pay (x) the Total Redemption PricePrices of the Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (6) of Section 11.1(a)(i). Disposition of Collateral Interests in connection with a Clean-up Call may include sales of Collateral Interests to more than one purchaser, including by means of sales of participation interests in Collateral Interests to more than one purchaser. (b) The Notes and the Preferred Shares Issuer Equity Securities shall be redeemableredeemed, in whole but not in part, by Act of a the Majority of Preferred Shareholders Equityholder delivered to the Trustee, on the Payment Date (the “Tax Redemption Date”) following the occurrence of a Tax Event if the Tax Materiality Condition is satisfied at a price equal to the their applicable Redemption Prices (such redemption, a “Tax Redemption”); provided that that the funds available to be used for such Tax Redemption will shall be sufficient to pay (x) the Total Redemption PricePrices of the Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (6) of Section 11.1(a)(i). Disposition of Collateral Interests in connection with a Tax Redemption may include sales of Collateral Interests to more than one purchaser, including by means of sales of participation interests in Collateral Interests to more than one purchaser. Upon the occurrence of a Tax Event, the Issuer and the Co-Issuer, at the direction of the Loan Obligation Manager Majority Equityholder shall provide written notice thereof to the Trustee and the Rating AgenciesTrustee. (c) The Notes and the Preferred Shares shall be redeemableredeemed, in whole but not in part, at a price equal to the their applicable Redemption Prices, on any Payment Date after the end of the Non-call Period, at the direction of by the Issuer (such redemption, an “Optional Redemption”) by Act of a the Majority of Preferred Shareholders Equityholder delivered to the TrusteeTrustee at the option of the Majority Equityholder; provided, however, that the funds available to be used for such Optional Redemption will shall be sufficient to pay (x) the Total Redemption Price. Notwithstanding anything herein to the contrary, the Issuer shall not sell any Asset to the Loan Obligation Manager or any Affiliate Prices of the Loan Obligation Manager other than ARMS Equity Notes simultaneously and (y) the amounts and the expenses described in clauses (1) through (6) of Section 11.1(a)(i). Disposition of Collateral Interests in connection with an Optional RedemptionRedemption may include sales of Collateral Interests to more than one purchaser, including by means of sales of participation interests in Collateral Interests to more than one purchaser. (d) The election by the Loan Obligation Manager Majority Equityholder to redeem the Notes pursuant to a Clean-up Call shall be evidenced by an Officer’s Certificate from Act of the Loan Obligation Manager Majority Equityholder directing the Trustee to make the payment to the Paying Agent of the applicable Redemption Price of all of the Notes to be redeemed from funds in the Payment Account in accordance with the Priority of Payments. In connection with a Tax Redemption, the occurrence of a Tax Event and satisfaction of the Tax Materiality Condition shall be evidenced by an Issuer Order from the Issuer or from the Loan Obligation Manager on behalf of the Issuer certifying that such conditions for a Tax Redemption have occurred. The election by the Loan Obligation Manager Majority Equityholder to redeem the Notes pursuant to an Optional Redemption shall be evidenced by an Officer’s Certificate from Act of the Loan Obligation Manager Majority Equityholder on behalf of the Issuer certifying that the conditions for an Optional Redemption have occurred. (e) A redemption pursuant to Section 9.1(a), 9.1(b) or 9.1(c) shall not occur unless (i) at least six five (5) Business Days before the scheduled Redemption Date, (A) the Loan Obligation Manager Majority Equityholder shall have certified furnished to the Trustee evidence (in a form reasonably satisfactory to the Trustee) that the Loan Obligation ManagerMaster Servicer, on behalf of the Issuer, has entered into a binding agreement or agreements with (1) one or more financial institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person person other than such institution) have a credit rating from Xxxxx’x Mxxxx’x and DBRS KBRA (if rated by DBRSKBRA) at least equal to the highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of “P-1” by Xxxxx’x Mxxxx’x (as long as the term of such agreement is 90 days or less) and “A-1” by S&P or (2) one or more Affiliates of the Loan Obligation ManagerMajority Equityholder, to sell (directly or by participation or other arrangement) all or part of the Assets not later than the Business Day immediately preceding the scheduled Redemption Date or Date, (B) the Trustee shall have received written confirmation that the method of redemption satisfies the Rating Agency Condition from each Rating Agency or (C) at least three (3) Business Days prior to the scheduled Redemption Date, the Majority Equityholder (or an Affiliate or Agent thereof) has priced but not yet closed another securitization transaction, and (ii) the related Sale Proceeds or net proceeds from such securitization transaction that has priced, as applicable, (in immediately available funds), together with all other available funds (including proceeds from the sale of the Assets, Eligible Investments maturing on or prior to the scheduled Redemption Date, all amounts in the Collection Accounts and available Cash), shall be an aggregate amount sufficient to pay all amounts, payments, fees and expenses in accordance with the Priority of Payments due and owing on such Redemption Date.