Common use of Optional Redemption or Redemption Following a Tax Event Clause in Contracts

Optional Redemption or Redemption Following a Tax Event. (a) The Issuer will redeem the Rated Debt (in whole but not in part) at their Redemption Price (i) on any Business Day on or after the occurrence of a Tax Event (during or after the Non-Call Period), upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by either a Majority of the Subordinated Notes or a Majority of an Affected Class, (ii) on any Business Day occurring after the Non-Call Period, upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by a Majority of the Subordinated Notes, and (iii) on any Business Day occurring at a time when the Asset Manager has determined that the Aggregate Principal Amount of the Underlying Assets is less than 10% of the Effective Date Target Par Amount, at the written direction of the Asset Manager, in each case such notice to be received at least 15 days (or such lesser time as shall be acceptable to the Collateral Trustee, the Issuer and the Asset Manager at their discretion) prior to the scheduled Redemption Date (any such redemption, or prepayment in the case of the Class A Loans or Class B Loans, as applicable, of the Debt in accordance with this Section 9.1(a), an “Optional Redemption”); provided, that the Issuer may not sell (and the Collateral Trustee shall not be required to release) any Underlying Asset, unless, as determined pursuant to the procedures set forth in Section 9.1(b), there will be sufficient funds available in the Pledged Accounts to pay the Total Redemption Amount in accordance with the Priority of Payments. On any Business Day on or after the Rated Debt have been redeemed or paid in full, the Subordinated Notes (in whole or in part) will be redeemed at their Redemption Price at the written direction of a Majority of the Subordinated Notes, or at the direction of the Asset Manager, to the Issuer (with a copy to the Collateral Trustee and the Asset Manager, as applicable). If the Subordinated Notes are not being redeemed on the Redemption Date for all of the Outstanding Rated Debt, unless otherwise directed to liquidate all of the Collateral by a Majority of the Subordinated Notes, the Asset Manager shall direct the liquidation of only that portion of the Collateral as may be necessary to provide sufficient funds, together with other available funds of the Issuer, to redeem the Rated Debt and pay the fees and expenses of the Issuer payable on the Redemption Date. (b) The Rated Debt shall not be redeemed pursuant to Section 9.1(a) unless: (i) at least five Business Days before the scheduled Redemption Date, the Asset Manager shall have furnished to the Collateral Trustee evidence in form reasonably satisfactory to the Collateral Trustee (which may be an officer’s certificate of the Asset Manager) that (1) the Issuer has entered into a binding agreement or agreements (including a confirmation of sale or trade ticket) with a financial institution or institutions whose short-term unsecured debt obligations or whose guarantor has a credit rating of at least “A-1” from S&P to purchase or guarantee the purchase (which may include by way of a fully funded participation) of the obligations, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Underlying Assets, or (2) the Asset Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation (or similar) transaction and, in the case of clause (1), the purchase price thereof is, or, in the case of clause (2), the net proceeds thereof, or any pre-closing financing available to such collateralized loan obligation or similar transaction will, in each case, be at least equal to an amount sufficient, together with the proceeds from the Underlying Assets and Eligible Investments maturing on or prior to the scheduled Redemption Date and (without duplication) any Cash to be applied to such redemption and (without duplication) the aggregate amount of the expected proceeds from the sale of the Underlying Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date (together with any amounts on deposit in the Contribution Account designated for such use) (A) to pay all Administrative Expenses payable under the Priority of Payments (including the fees and expenses incurred by the Collateral Trustee and the Asset Manager in connection with such sale of Underlying Assets and Eligible Investments), (B) to pay any accrued and unpaid amounts due to any Hedge Counterparty, (C) to pay any accrued and unpaid Senior Asset Management Fee (unless such amounts are waived or deferred in the sole discretion of the Asset Manager) and (D) to redeem such Rated Debt in whole but not in part on the scheduled Redemption Date at the applicable Redemption Price (the aggregate amount required to make all such payments and to effect such redemption, the “Total Redemption Amount”); or (ii) at least five Business Days prior to the scheduled Redemption Date and prior to selling any Underlying Assets and/or Eligible Investments, the Asset Manager shall have certified to the Collateral Trustee that the expected proceeds from such sale together with any other amounts available to be used for such Optional Redemption will be delivered to the Collateral Trustee not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, and will equal or exceed the Total Redemption Amount. Such certificate will set forth in reasonable detail the basis for the determination of the Asset Manager. (c) On any Business Day after the Non-Call Period (each, a “Refinancing Date”), one or more Classes of Rated Debt (in whole but not in part) may be redeemed from Refinancing Proceeds at their Redemption Price with the consent of the Asset Manager if a Majority of the Subordinated Notes direct the Issuer to redeem such Class or Classes of the Rated Debt through the issuance by the Issuer of replacement securities (“Replacement Debt”) to new or existing investors or obtaining a loan from one or more financial institutions or other lenders (a refinancing provided pursuant to such issuance of Replacement Debt or loan, a “Refinancing”), as determined by the Asset Manager in its sole discretion; provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof will be negotiated by the Asset Manager on behalf of the Issuer and must be acceptable to the Asset Manager and a Majority of Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below and the agreements relating to the Refinancing or the Replacement Debt, as applicable, contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Sections 2.7(i) and 5.4(d). In the case of a Refinancing of all Outstanding Rated Debt, the proceeds from the Refinancing (the “Refinancing Proceeds”) and all other available amounts (together with any amounts on deposit in the Contribution Account designated for such use) shall be at least equal to the Total Redemption Amount. In the case that one or more but not every Outstanding Class of Rated Debt is the subject of a Refinancing, the Refinancing Proceeds together with the Partial Redemption Interest Proceeds shall be at least sufficient to redeem the applicable Class or Classes of Rated Debt that is or are the subject of the Refinancing at the applicable Redemption Price for such Class or Classes. The expenses of the Issuer, the Collateral Trustee and the Asset Manager related to a Refinancing will be treated as Administrative Expenses. Additionally, if so directed in writing by the Holders of a Majority of the Subordinated Notes in connection with a Refinancing of any of the Debt, the Issuer may, with prompt written notice to the Collateral Trustee and the written consent of the Asset Manager, extend the end of the Non-Call Period for all Classes to a date after the effective date of such Refinancing. The Issuer shall obtain a Refinancing of one or more but not every Outstanding Class of Rated Debt only if the Asset Manager determines and certifies to the Collateral Trustee that: (i) the Rating Agency has been notified of such Refinancing; (ii) the Refinancing Proceeds together with Interest Proceeds available in accordance with the Priority of Payments to pay the accrued interest portion of the applicable Redemption Price will be at least sufficient to pay in full the aggregate Redemption Price of the entire Class or Classes of Rated Debt subject to Refinancing; (iii) the aggregate principal balance of each Class of the Replacement Debt is not more than the Aggregate Outstanding Amount of the corresponding Class of the Rated Debt being refinanced; (iv) the Stated Maturity of the Replacement Debt is no earlier than the earliest Stated Maturity of any Rated Debt; (v) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from the Refinancing Proceeds (except for expenses that will be paid solely as Administrative Expenses payable in accordance with the Priority of Payments); (vi) the spread over the Benchmark or the fixed interest rate, as applicable, of each class of obligations providing the Refinancing will not be greater than the spread over the Benchmark or the fixed interest rate, as applicable, of the Rated Debt of the corresponding Class being refinanced by such new class of obligations and the weighted average of the spread over the Benchmark and the fixed rates payable in respect of all of the Replacement Debt is less than or equal to the weighted average of the spread over the Benchmark and the fixed rate payable on all of the Classes of Rated Debt being refinanced (determined based on the respective spreads over the Benchmark or the fixed interest rate, as applicable, of such Classes of Rated Debt); provided that (x) any Class of Fixed Rate Debt may be refinanced with obligations that bear interest at a floating rate (i.e., at a stated spread over the Benchmark) so long as the floating rate of the obligations comprising the Refinancing is less than the applicable interest rate with respect to such Class of Fixed Rate Debt on the date of such Refinancing and (y) any Class of Floating Rate Debt may be refinanced with obligations that bear interest at a fixed rate so long as the fixed rate of the obligations comprising the Refinancing is less than the applicable Benchmark plus the relevant spread with respect to such Class of Floating Rate Debt on the date of such Refinancing, and in each case under clauses (x) and (y) Rating Agency Confirmation is obtained; (vii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Class or Classes of Notes subject to such Refinancing; (viii) the Replacement Debt is subject to the Priority of Payments and does not rank higher in priority pursuant to the Priority of Payments than the applicable Class of Debt being refinanced; (ix) the voting rights, consent rights, redemption rights and other rights of the Replacement Debt is materially the same as the rights of the corresponding Class of Debt being refinanced; and (x) in connection with an issuance of Replacement Debt, Tax Advice has been delivered to the Collateral Trustee to the effect that any Rated Debt issued or incurred in the Refinancing will be treated as debt for U.S. federal income tax purposes. The Issuer shall obtain a Refinancing of all Outstanding Rated Debt only if the Asset Manager determines and certifies to the Collateral Trustee that: (xi) the Refinancing Proceeds and all other available amounts shall be at least equal to the Total Redemption Amount; (xii) the Refinancing Proceeds and other available amounts are used (to the extent necessary) to make such redemption; and (xiii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Rated Debt. The Holders of Subordinated Notes will not have any cause of action against any of the Issuer, the Asset Manager or the Collateral Trustee for any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting the criteria specified above and in a manner acceptable to the requisite Holders of Subordinated Notes, the Issuer and the Collateral Trustee will amend this Indenture to the extent necessary to reflect the terms of the Refinancing as provided in Section 8.1. If each Class of Outstanding Rated Debt is subject to a Refinancing, Refinancing Proceeds will constitute Principal Proceeds and will be applied pursuant to Section 11.1(b) on the relevant Redemption Date. If one or more but not every Outstanding Class of Rated Debt is subject to a Refinancing, no Refinancing Proceeds will constitute Interest Proceeds or Principal Proceeds, and Refinancing Proceeds will be applied (together with the Partial Redemption Interest Proceeds) pursuant to Section 11.1(f) on the Partial Redemption Date to redeem or prepay the Debt that is subject to the Refinancing and pay related expenses without regard to the Priority of Payments (other than the Priority of Partial Redemption Proceeds); provided that, to the extent that any Refinancing Proceeds remain after payment of the respective Redemption Prices of each redeemed or prepaid Class and related expenses, such Refinancing Proceeds will be treated as Interest Proceeds or Principal Proceeds, as directed by the Asset Manager. The Collateral Trustee will, not less than 15 days prior to the applicable Refinancing Date, notify each Holder of the Debt to be refinanced, the Record Date applicable to the Refinancing and other terms of the Refinancing as required under this Indenture. Failure to give notice of Refinancing, or any defect therein, to any Holder of any Debt selected for Refinancing shall not impair or affect the validity of the Refinancing of any other Note.

Optional Redemption or Redemption Following a Tax Event. (a) The Issuer will redeem Notes shall be redeemed by the Rated Debt (Co-Issuers, in whole but not in part) at their Redemption Price (i) , on any Business Day (x) at the written direction of the Issuer on or after the occurrence of a Tax Event from the proceeds of the liquidation of the Assets or (during y) on or after the end of the Non-Call Period), upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by either a Majority of the Subordinated Notes or a Majority of an Affected Class, (ii) on any Business Day occurring after the Non-Call Period, upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by a Majority of the Subordinated Notes, and (iii) on any Business Day occurring at a time when the Asset Manager has determined that the Aggregate Principal Amount of the Underlying Assets is less than 10% of the Effective Date Target Par Amount, at the written direction of the Asset ManagerIssuer, with the consent of the Portfolio Manager and the Retention Holder, in each any case such notice to be received at least 15 days from the proceeds of the liquidation of the Assets or from Refinancing Proceeds. A written direction described in clause (or such lesser time as y) above shall be acceptable delivered to the Collateral TrusteeIssuer, the Issuer Trustee and the Asset Portfolio Manager at their discretion) no less than 10 Business Days prior to the scheduled proposed Redemption Date (unless the Trustee and the Portfolio Manager agree to a shorter notice period not to be less than 5 Business Days) from the proceeds of the liquidation of the Assets and/or from Refinancing Proceeds. In connection with any such redemption, or prepayment in the case Notes shall be redeemed at the applicable Redemption Price. In connection with any Optional Redemption of all of the Class A Loans or Class B LoansNotes, as applicable, the Portfolio Manager shall (unless the Redemption Price on all of the Debt Notes shall be paid with Refinancing Proceeds) direct the sale of all or part of the Collateral Obligations and other Assets in an amount sufficient such that the Disposition Proceeds from such sale in accordance with this Section 9.1(a), an “Optional Redemption”); provided, that the Issuer may not sell (and the Collateral Trustee shall not be required to release) any Underlying Asset, unless, as determined pursuant to the procedures set forth in Section 9.1(b), there will be sufficient 9.2(d) and all other funds available for such purpose in the Pledged Accounts Collection Account and the Payment Account (including any Refinancing Proceeds, if applicable) shall be at least sufficient to pay the Total Redemption Amount Price on all of the Notes and to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and other amounts, fees and expenses payable or distributable under the Priority of Distributions prior to any distributions to the Issuer (including, without limitation, any amounts due to the Hedge Counterparties or the Portfolio Manager and the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’ fees and expenses)). If such Disposition Proceeds, Refinancing Proceeds, if applicable, and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem or prepay the Notes subject to redemption and to pay such fees and expenses, the Notes may not be redeemed, except in the case of an Optional Redemption following the occurrence of a Tax Event with the consent of a Supermajority of each Class of Notes, in which case, such proceeds and other available funds shall be applied in accordance with the Priority of PaymentsDistributions without regard to the Administrative Expense Cap with respect to amounts payable (including indemnities) to the Trustee, the Bank in each of its other capacities under the Transaction Documents and the Collateral Administrator. On The Portfolio Manager, in its sole discretion, may effect the sale of all or any Business Day part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement. (b) In connection with any Optional Redemption of all of the Notes on or after the Rated Debt have been redeemed or paid in fullend of the Non-Call Period, the Subordinated Notes (in whole or in part) will be redeemed at their Redemption Price at the written direction of a Majority the Issuer (with the consent of the Subordinated Notes, or at Portfolio Manager and the direction of the Asset ManagerRetention Holder), to the Co-Issuer (with a copy to the Collateral Trustee and the Asset Manager, as applicableTrustee). If the Subordinated Notes are not being redeemed on the Redemption Date for all of the Outstanding Rated Debt, unless otherwise directed to liquidate all of the Collateral by a Majority of the Subordinated Notes, the Asset Manager shall direct Issuer may, in addition to (or in lieu of) a sale of Collateral Obligations in the liquidation of only that portion of the Collateral as may be necessary to provide sufficient fundsmanner provided in Section 9.2(a), together with other available funds of the Issuer, to redeem the Rated Debt and pay the fees and expenses of the Issuer payable on the Redemption Date. (b) The Rated Debt shall not be redeemed pursuant to Section 9.1(a) unless: (i) at least five Business Days before the scheduled Redemption Date, the Asset Manager shall have furnished to the Collateral Trustee evidence in form reasonably satisfactory to the Collateral Trustee (which may be an officer’s certificate of the Asset Manager) that (1) the Issuer has entered enter into a binding agreement loan or agreements loans (including ii) enter into a confirmation of sale or trade ticket) commitment with a financial institution or institutions whose short-term unsecured debt obligations or whose guarantor has a credit rating of at least “A-1” from S&P to purchase or guarantee the purchase (which may include by way of a fully funded participation) of the obligations, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Underlying Assets, or (2) the Asset Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation (or similar) CLO transaction and, in the case of clause (1), the purchase price thereof is, or, in the case of clause (2), the net proceeds thereof, or any pre-closing financing available to such collateralized loan obligation or similar transaction will, to purchase Collateral Obligations in each case, be an amount at least equal to an amount sufficient, (together with the proceeds from the Underlying Assets and Eligible Investments maturing on or prior to the scheduled Redemption Date and (without duplication) any Cash to be applied to such redemption and (without duplicationall other available funds) the aggregate amount Redemption Prices of the expected proceeds from the sale of the Underlying Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date (together with any amounts on deposit in the Contribution Account designated for such use) (A) Notes subject to pay all Administrative Expenses payable under the Priority of Payments (including the fees and expenses incurred by the Collateral Trustee and the Asset Manager in connection with such sale of Underlying Assets and Eligible Investments), (B) to pay any accrued and unpaid amounts due to any Hedge Counterparty, (C) to pay any accrued and unpaid Senior Asset Management Fee (unless such amounts are waived or deferred in the sole discretion of the Asset Manager) and (D) to redeem such Rated Debt in whole but not in part on the scheduled Redemption Date at the applicable Redemption Price (the aggregate amount required to make all such payments and to effect such redemption, the “Total Redemption Amount”); or (ii) at least five Business Days prior to the scheduled Redemption Date and prior to selling any Underlying Assets and/or Eligible Investments, the Asset Manager shall have certified to the Collateral Trustee that the expected proceeds from such sale together with any other amounts available to be used for such Optional Redemption will be delivered or (iii) effect an issuance of replacement securities to redeem or prepay the Collateral Trustee not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, and will equal or exceed the Total Redemption Amount. Such certificate will set forth in reasonable detail the basis for the determination of the Asset Manager. (c) On any Business Day after the Non-Call Period (each, a “Refinancing Date”), one or more Classes of Rated Debt (Notes in whole but not in part) may be redeemed from Refinancing Proceeds at their Redemption Price with and Disposition Proceeds, the consent terms of which loan(s) or issuance shall be negotiated by the Portfolio Manager on behalf of the Asset Manager if a Majority of the Subordinated Notes direct the Issuer (and consented to redeem such Class or Classes of the Rated Debt through the issuance by the Issuer of replacement securities (“Replacement Debt”) to new or existing investors or obtaining a loan Issuer), from one or more financial institutions or other lenders purchasers (a refinancing provided pursuant to such issuance of Replacement Debt loan or loanissuance, a “Refinancing”), as determined by ) and the Asset Manager Refinancing Proceeds will be applied to pay the Redemption Price of the Notes on the Redemption Date in its sole discretionaccordance with the Priority of Distributions; provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof will be negotiated by the Asset Manager on behalf of the Issuer and must be acceptable to the Asset Manager and a Majority of Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below and (i) the agreements relating related to the Refinancing or the Replacement Debt, as applicable, must contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Sections 2.7(i) and Section 5.4(d), (ii) the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to a the Issuer and the Portfolio Manager and (iii) such Refinancing otherwise satisfies the conditions described in Section 9.2(c). In The Holders of the case Notes shall not have any cause of action against any of the Co-Issuers, the Portfolio Manager, the Retention Holder, the Collateral Administrator or the Trustee for any failure to obtain a Refinancing. (c) Notwithstanding anything to the contrary set forth herein, the Issuer shall not sell any Collateral Obligations or obtain a Refinancing in connection with an Optional Redemption of the Notes in whole but not in part unless (i) the Refinancing Proceeds, all Outstanding Rated Debt, the proceeds Disposition Proceeds from the Refinancing (sale of Collateral Obligations and Eligible Investments in accordance with the “Refinancing Proceeds”procedures set forth in Section 9.2(d) and all other available amounts (together with any amounts on deposit funds in the Contribution Account designated for such use) shall be at least equal to the Total Redemption Amount. In the case that one or more but not every Outstanding Class of Rated Debt is the subject of a Refinancing, the Refinancing Proceeds together with the Partial Redemption Interest Proceeds Accounts shall be at least sufficient to redeem simultaneously the applicable Class or Classes of Rated Debt that is or are the subject of the Refinancing at the applicable Redemption Price for such Class or Classes. The expenses of the IssuerNotes, the Collateral Trustee and the Asset Manager related to a Refinancing will be treated as Administrative Expenses. Additionally, if so directed in writing by the Holders of a Majority of the Subordinated Notes in connection with a Refinancing of any of the Debt, the Issuer may, with prompt written notice to the Collateral Trustee and the written consent of the Asset Manager, extend the end of the Non-Call Period for all Classes to a date after the effective date of such Refinancing. The Issuer shall obtain a Refinancing of one or more whole but not every Outstanding Class of Rated Debt only if the Asset Manager determines in part, and certifies to the Collateral Trustee that: (i) the Rating Agency has been notified of such Refinancing; (ii) the Refinancing Proceeds together with Interest Proceeds available in accordance with the Priority of Payments to pay the accrued interest portion of the applicable Redemption Price will be at least sufficient to pay other amounts included in full the aggregate Redemption Price and all accrued and unpaid Administrative Expenses (regardless of the entire Class or Classes of Rated Debt subject to Refinancing; (iii) the aggregate principal balance of each Class of the Replacement Debt is not more than the Aggregate Outstanding Amount of the corresponding Class of the Rated Debt being refinanced; (iv) the Stated Maturity of the Replacement Debt is no earlier than the earliest Stated Maturity of any Rated Debt; (v) Administrative Expense Cap), including the reasonable fees, costs, charges and expenses incurred by the Trustee (including reasonable attorneys’ fees and expenses) in connection with such Refinancing have been paid and (ii) the Disposition Proceeds, Refinancing Proceeds and other available funds are used to the extent necessary to make such redemption. (d) Notwithstanding anything to the contrary set forth herein, the Notes shall not be redeemed pursuant to an Optional Redemption unless (i) in the case of any Optional Redemption which is funded, in whole or will be adequately provided for in part, from Disposition Proceeds from the sale of the Collateral Obligations and other Assets, at least two (2) Business Days before the scheduled Redemption Date the Portfolio Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Portfolio Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions or a collateralized loan obligation transaction or similar transaction or other special purpose vehicle to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Collateral Obligations and/or the Hedge Agreements at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, and any payments to be received in respect of the Hedge Agreements, any Refinancing Proceeds (except for expenses that will be paid solely as and all other available funds in the Accounts, to pay all Administrative Expenses and other amounts, fees and expenses payable or distributable in accordance with the Priority of Payments); Distributions prior to any distributions to the Issuer (viincluding, without limitation, all accrued and unpaid Base Management Fee, Subordinated Interest and Cumulative Deferred Interest) the spread over the Benchmark or the fixed interest rate, as applicable, of each class of obligations providing the Refinancing will not be greater than the spread over the Benchmark or the fixed interest rate, as applicable, of the Rated Debt of the corresponding Class being refinanced by such new class of obligations and the weighted average of the spread over the Benchmark and the fixed rates payable in respect of redeem all of the Replacement Debt is less than Notes being redeemed on the scheduled Redemption Date at the applicable Redemption Price, or equal (ii) prior to entering into any Refinancing or selling any Collateral Obligations and/or Eligible Investments, the Portfolio Manager shall certify to the weighted average Trustee in an Officer’s certificate upon which the Trustee can conclusively rely that, in its judgment, the aggregate sum of (A) any expected proceeds from Hedge Agreements and the sale of Eligible Investments, (B) any Refinancing Proceeds, (C) the amount, if any, of Interest Proceeds on deposit in the Interest Collection Account in excess of the spread over the Benchmark and the fixed rate payable on all aggregate amount of Interest Proceeds which would be paid by application of the Classes Priority of Rated Debt being refinanced (determined based Distributions on the respective spreads over related Redemption Date prior to distributions with respect to the Benchmark Issuer and other amounts available to the Issuer (including, without limitation, Contributions) and (D) for each Collateral Obligation, the product of its Principal Balance and its Market Value, shall equal or exceed the fixed interest rate, as applicable, sum of such Classes of Rated Debt); provided that (x) any Class of Fixed Rate Debt may be refinanced with obligations that bear interest at a floating rate (i.e., at a stated spread over the Benchmark) so long as the floating rate aggregate Redemption Prices of the obligations comprising the Refinancing is less than the applicable interest rate with respect to such Class of Fixed Rate Debt on the date of such Refinancing Outstanding Notes and (y) any Class of Floating Rate Debt may be refinanced with obligations that bear interest at a fixed rate so long as the fixed rate all Administrative Expenses (regardless of the obligations comprising the Refinancing is less than the applicable Benchmark plus the relevant spread with respect to such Class of Floating Rate Debt on the date of such Refinancing, and in each case under clauses (xAdministrative Expense Cap) and (y) Rating Agency Confirmation is obtained; (vii) the agreements relating to such Refinancing contain limited recourse other amounts, fees and non-petition provisions substantially equivalent to those applicable to the Class expenses payable or Classes of Notes subject to such Refinancing; (viii) the Replacement Debt is subject to distributable under the Priority of Payments Distributions prior to any distributions to the Issuer (including, without limitation, all accrued and does not rank higher in priority unpaid Base Management Fee, Subordinated Interest and Cumulative Deferred Interest). Any certification delivered by the Portfolio Manager pursuant to the Priority of Payments than the applicable Class of Debt being refinanced; this Section 9.2(d) shall include (ix1) the voting rightsprices of, consent rights, redemption rights and other rights of the Replacement Debt is materially the same as the rights of the corresponding Class of Debt being refinanced; and (x) in connection with an issuance of Replacement Debt, Tax Advice has been delivered to the Collateral Trustee to the effect that any Rated Debt issued or incurred in the Refinancing will be treated as debt for U.S. federal income tax purposes. The Issuer shall obtain a Refinancing of all Outstanding Rated Debt only if the Asset Manager determines and certifies to the Collateral Trustee that: (xi) the Refinancing Proceeds and all other available amounts shall be at least equal to the Total Redemption Amount; (xii) the Refinancing Proceeds and other available amounts are used (to the extent necessary) to make such redemption; and (xiii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Rated Debt. The Holders of Subordinated Notes will not have any cause of action against any of the Issuerexpected proceeds from, the Asset Manager sale (directly or the Collateral Trustee for any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting the criteria specified above and in a manner acceptable to the requisite Holders of Subordinated Notes, the Issuer and the Collateral Trustee will amend this Indenture to the extent necessary to reflect the terms of the Refinancing as provided in Section 8.1. If each Class of Outstanding Rated Debt is subject to a Refinancing, Refinancing Proceeds will constitute Principal Proceeds and will be applied pursuant to Section 11.1(bby participation or other arrangement) on the relevant Redemption Date. If one or more but not every Outstanding Class of Rated Debt is subject to a Refinancing, no Refinancing Proceeds will constitute Interest Proceeds or Principal Proceeds, and Refinancing Proceeds will be applied (together with the Partial Redemption Interest Proceeds) pursuant to Section 11.1(f) on the Partial Redemption Date to redeem or prepay the Debt that is subject to the Refinancing and pay related expenses without regard to the Priority of Payments (other than the Priority of Partial Redemption Proceeds); provided that, to the extent that any Refinancing Proceeds remain after payment of the respective Redemption Prices of each redeemed or prepaid Class and related expenses, such Refinancing Proceeds will be treated as Interest Proceeds or Principal Proceeds, as directed by the Asset Manager. The Collateral Trustee will, not less than 15 days prior to the applicable Refinancing Date, notify each Holder of the Debt to be refinanced, the Record Date applicable to the Refinancing and other terms of the Refinancing as required under this Indenture. Failure to give notice of Refinancing, or any defect therein, to any Holder of any Debt selected for Refinancing shall not impair or affect the validity of the Refinancing of any other NoteCollateral Obligations, Eligible Investments and/or Hedge Agreements and (2) all calculations required by this Section 9.2(d).

Optional Redemption or Redemption Following a Tax Event. (a) The Issuer will redeem the Rated Debt (in whole but not in part) at their Redemption Price (i) on any Business Day on or after the occurrence of a Tax Event (during or after the Non-Call Period), upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by either a Majority of the Subordinated Notes or a Majority of an Affected Class, (ii) on any Business Day occurring after the Non-Call Period, upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by a Majority of the Subordinated Notes, and (iii) on any Business Day occurring at a time when the Asset Manager has determined that the Aggregate Principal Amount of the Underlying Assets is less than 10% of the Effective Date Target Par Amount, at the written direction of the Asset Manager, in each case such notice to be received at least 15 days (or such lesser time as shall be acceptable to the Collateral Trustee, the Issuer and the Asset Manager at their discretion) prior to the scheduled Redemption Date (any such redemption, or prepayment in the case of the Class A Loans or Class B Loans, as applicable, of the Debt in accordance with this Section 9.1(a), an “Optional Redemption”); provided, that the Issuer may not sell (and the Collateral Trustee shall not be required to release) any Underlying Asset, unless, as determined pursuant to the procedures set forth in Section 9.1(b), there will be sufficient funds available in the Pledged Accounts to pay the Total Redemption Amount in accordance with the Priority of Payments. On any Business Day on or after the Rated Debt have been redeemed or paid in full, the Subordinated Notes (in whole or in part) will be redeemed at their the applicable Redemption Price by the Co-Issuers or the Issuer, as the case may be, on any Payment Date at the written direction of a Majority of the Subordinated Notes, or at the direction of the Asset Manager, to the Issuer (with a copy to the Collateral Trustee and the Asset Manager, as applicable). If the Subordinated Notes are not being redeemed on the Redemption Date for all of the Outstanding Rated Debt, unless otherwise directed to liquidate all of the Collateral by a Majority of the Subordinated Notes, the Asset Manager shall direct the liquidation of only that portion of the Collateral as may be necessary to provide sufficient funds, together with other available funds of the Issuer, to redeem the Rated Debt and pay the fees and expenses of the Issuer payable on the Redemption Date. (b) The Rated Debt shall not be redeemed pursuant to Section 9.1(a) unless: (i) at least five Business Days before the scheduled Redemption Date, the Asset Manager shall have furnished to the Collateral Trustee evidence in form reasonably satisfactory to the Collateral Trustee (which may be an officer’s certificate of the Asset Manager) that (1) the Issuer has entered into a binding agreement or agreements (including a confirmation of sale or trade ticket) with a financial institution or institutions whose short-term unsecured debt obligations or whose guarantor has a credit rating of at least “A-1” from S&P to purchase or guarantee the purchase (which may include by way of a fully funded participation) of the obligations, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Underlying Assets, or (2) the Asset Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation (or similar) transaction and, in the case of clause (1), the purchase price thereof is, or, in the case of clause (2)a Refinancing, the net proceeds thereof, or any pre-closing financing available to such collateralized loan obligation or similar transaction will, in each case, be at least equal to an amount sufficient, together with the proceeds from the Underlying Assets and Eligible Investments maturing on or prior Portfolio Manager delivered to the scheduled Redemption Date and (without duplication) any Cash to be applied to such redemption and (without duplication) Issuer, the aggregate amount of the expected proceeds from the sale of the Underlying Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date (together with any amounts on deposit in the Contribution Account designated for such use) (A) to pay all Administrative Expenses payable under the Priority of Payments (including the fees and expenses incurred by the Collateral Trustee and the Asset Portfolio Manager (if applicable) in connection accordance with such sale of Underlying Assets and Eligible Investments), Section 9.4 as follows: (Ba) to pay any accrued and unpaid amounts due to any Hedge Counterparty, the Secured Notes will be redeemed at the applicable Redemption Price by the Co-Issuers (Ci) to pay any accrued and unpaid Senior Asset Management Fee (unless such amounts are waived or deferred in the sole discretion of the Asset Manager) and (D) to redeem such Rated Debt in whole but not in part (A) on or after the scheduled Redemption Date at the applicable Redemption Price occurrence of a Tax Event or (the aggregate amount required to make all such payments and to effect such redemption, the “Total Redemption Amount”); or (iiB) at least five Business Days prior to the scheduled Redemption Date and prior to selling any Underlying Assets and/or Eligible Investments, the Asset Manager shall have certified to the Collateral Trustee that the expected proceeds from such sale together with any other amounts available to be used for such Optional Redemption will be delivered to the Collateral Trustee not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, and will equal or exceed the Total Redemption Amount. Such certificate will set forth in reasonable detail the basis for the determination of the Asset Manager. (c) On any Business Day after the Non-Call Period or (eachii) in a Pro Rata Redemption after the Non-Call Period or (b) the Subordinated Notes may be redeemed, a “Refinancing Date”), one or more Classes of Rated Debt (in whole but not in part, on any Payment Date on or after the Secured Notes have been redeemed or otherwise paid in full or as part of a Pro Rata Redemption. In the case of a Pro Rata Redemption, each Collateral Quality Test is satisfied on the date of such notice and either (x) may be redeemed from Refinancing Proceeds at their if the Required Overcollateralization Test is satisfied prior to the redemption, such test is satisfied after giving effect to such redemption or (y) if the Required Overcollateralization Test is not satisfied before such redemption, such test is maintained or improved after giving effect to such redemption. In connection with any Optional Redemption of the Secured Notes, the Portfolio Manager shall (unless the Redemption Price on all of the Secured Notes shall be paid with Refinancing Proceeds) direct the sale of all or part of the Collateral Obligations and other Assets (or after the Redemption Make–Whole Cut-Off Date, use Refinancing Proceeds) in an amount sufficient such that the Disposition Proceeds from the sale of Collateral Obligations and Eligible Investments in accordance with the consent procedures set forth in Section 9.2(d) and all other funds available for such purpose in the Collection Account and the Payment Account (including any Refinancing Proceeds, if applicable) shall be at least sufficient to pay the Redemption Price on all of the Asset Secured Notes and to pay all Administrative Expenses (including a reasonable reserve determined by the Portfolio Manager in consultation with the Trustee and Issuer for future Administrative Expenses) and other amounts, fees and expenses payable or distributable under the Priority of Payments, including, without limitation, any amounts due to the Hedge Counterparties or the Portfolio Manager (collectively, the “Redemption Amount”). If such Disposition Proceeds, Refinancing Proceeds, if a Majority applicable, and all other funds available for such purpose in the Collection Account and the Payment Account would not be at least equal to the Redemption Amount, the Secured Notes may not be redeemed. The Portfolio Manager, in its sole discretion, may effect the sale of all or any part of the Subordinated Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement. In the case of a redemption (other than related to a Tax Event) prior to the Redemption Make-Whole Cut-Off Date, the Redemption Price of any Class of Notes direct will include the applicable Redemption Make-Whole Amount. In respect of the Redemption Make-Whole Amount, the Portfolio Manager will calculate (i) the forward LIBOR curve used to determine (x) the interest amount that would be payable with respect to a Class of Floating Rate Notes and (y) the discount rate used to determine the present value of all interest payments with respect to any Class of Floating Rate Notes and (ii) the interpolated swap rate with a tenor of the Remaining Average Life used to determine the discount rate on the present value of all interest payments with respect to any Class of Fixed Rate Notes. (b) Prior to the Redemption Make-Whole Cut-Off Date, the Issuer may effect an Optional Redemption by selling Assets. After the Redemption Make-Whole Cut-Off Date, the Issuer may effect an Optional Redemption by selling Assets or, other than a redemption related to redeem such Class a Tax Event, by entering into a loan or Classes loans or effect an issuance of replacement securities, the terms of which loan or issuance shall be negotiated by the Portfolio Manager on behalf of the Rated Debt through the issuance by the Issuer of replacement securities (“Replacement Debt”) to new or existing investors or obtaining a loan Issuer, from one or more financial institutions or other lenders purchasers (a refinancing provided pursuant to such issuance of Replacement Debt loan or loanissuance, a “Refinancing”), as determined by . Such a Refinancing shall take place at the Asset Manager in its sole discretion; provided that the terms written direction of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof will be negotiated by the Asset Manager on behalf of the Issuer and must be acceptable to the Asset Manager and a Majority of the Subordinated Notes, and such Notes or the Portfolio Manager to the Co-Issuers (with a copy to the Trustee). The Refinancing otherwise satisfies Proceeds will be applied to pay the conditions described below and Redemption Price of the Secured Notes on the Redemption Date. The agreements relating to the Refinancing or the Replacement Debt, as applicable, contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Sections 2.7(i) and Section 5.4(d). In the case of a Refinancing of all Outstanding Rated Debt, the proceeds from the terms of such Refinancing (the “Refinancing Proceeds”) and all other available amounts (together with any amounts on deposit in the Contribution Account designated for such use) shall financial institutions acting as lenders thereunder or purchasers thereof must be at least equal acceptable to the Total Redemption Amount. In the case that one or more but not every Outstanding Class of Rated Debt is the subject of a Refinancing, the Refinancing Proceeds together with the Partial Redemption Interest Proceeds shall be at least sufficient to redeem the applicable Class or Classes of Rated Debt that is or are the subject of the Refinancing at the applicable Redemption Price for such Class or Classes. The expenses of the Issuer, the Collateral Trustee and the Asset Manager related to a Refinancing will be treated as Administrative Expenses. Additionally, if so directed in writing by the Holders of a Majority of the Subordinated Notes in connection with a Refinancing of any of or the Debt, the Issuer may, with prompt written notice to the Collateral Trustee Portfolio Manager and the written consent of the Asset Manager, extend the end of the Non-Call Period for all Classes to a date after the effective date of such Refinancing. The Issuer shall obtain a Refinancing of one or more but not every Outstanding Class of Rated Debt only if the Asset Manager determines and certifies to the Collateral Trustee that: (i) the Rating Agency has been notified of such Refinancing; (ii) the Refinancing Proceeds together with Interest Proceeds available in accordance with the Priority of Payments to pay the accrued interest portion of the applicable Redemption Price will be at least sufficient to pay in full the aggregate Redemption Price of the entire Class or Classes of Rated Debt subject to Refinancing; (iii) the aggregate principal balance of each Class of the Replacement Debt is not more than the Aggregate Outstanding Amount of the corresponding Class of the Rated Debt being refinanced; (iv) the Stated Maturity of the Replacement Debt is no earlier than the earliest Stated Maturity of any Rated Debt; (v) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from must otherwise satisfy the Refinancing Proceeds (except for expenses that will be paid solely as Administrative Expenses payable set forth in accordance with the Priority of PaymentsSection 9.2(c); (vi) the spread over the Benchmark or the fixed interest rate, as applicable, of each class of obligations providing the Refinancing will not be greater than the spread over the Benchmark or the fixed interest rate, as applicable, of the Rated Debt of the corresponding Class being refinanced by such new class of obligations and the weighted average of the spread over the Benchmark and the fixed rates payable in respect of all of the Replacement Debt is less than or equal to the weighted average of the spread over the Benchmark and the fixed rate payable on all of the Classes of Rated Debt being refinanced (determined based on the respective spreads over the Benchmark or the fixed interest rate, as applicable, of such Classes of Rated Debt); provided that (x) any Class of Fixed Rate Debt may be refinanced with obligations that bear interest at a floating rate (i.e., at a stated spread over the Benchmark) so long as the floating rate of the obligations comprising the Refinancing is less than the applicable interest rate with respect to such Class of Fixed Rate Debt on the date of such Refinancing and (y) any Class of Floating Rate Debt may be refinanced with obligations that bear interest at a fixed rate so long as the fixed rate of the obligations comprising the Refinancing is less than the applicable Benchmark plus the relevant spread with respect to such Class of Floating Rate Debt on the date of such Refinancing, and in each case under clauses (x) and (y) Rating Agency Confirmation is obtained; (vii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Class or Classes of Notes subject to such Refinancing; (viii) the Replacement Debt is subject to the Priority of Payments and does not rank higher in priority pursuant to the Priority of Payments than the applicable Class of Debt being refinanced; (ix) the voting rights, consent rights, redemption rights and other rights of the Replacement Debt is materially the same as the rights of the corresponding Class of Debt being refinanced; and (x) in connection with an issuance of Replacement Debt, Tax Advice has been delivered to the Collateral Trustee to the effect that any Rated Debt issued or incurred in the Refinancing will be treated as debt for U.S. federal income tax purposes. The Issuer shall obtain a Refinancing of all Outstanding Rated Debt only if the Asset Manager determines and certifies to the Collateral Trustee that: (xi) the Refinancing Proceeds and all other available amounts shall be at least equal to the Total Redemption Amount; (xii) the Refinancing Proceeds and other available amounts are used (to the extent necessary) to make such redemption; and (xiii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Rated Debt. The Holders of the Subordinated Notes will shall not have any cause of action against any of the IssuerCo-Issuers, the Asset Portfolio Manager or the Collateral Trustee for any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting the criteria requirements specified above and in a manner acceptable to as certified by the requisite Holders of Subordinated NotesPortfolio Manager, the Issuer Co-Issuers and the Collateral Trustee will (as directed by the Issuer) shall amend this Indenture pursuant to Article VIII to the extent necessary to reflect the terms of the Refinancing as provided in Section 8.1. If each Class of Outstanding Rated Debt is subject to a Refinancingand no further consent for such amendments shall be required from the Holders, Refinancing Proceeds will constitute Principal Proceeds and will be applied pursuant to Section 11.1(b) on the relevant Redemption Date. If one or more but not every Outstanding Class of Rated Debt is subject to a Refinancing, no Refinancing Proceeds will constitute Interest Proceeds or Principal Proceeds, and Refinancing Proceeds will be applied (together with the Partial Redemption Interest Proceeds) pursuant to Section 11.1(f) on the Partial Redemption Date to redeem or prepay the Debt that is subject to the Refinancing and pay related expenses without regard to the Priority of Payments (other than the Priority of Partial Redemption Proceeds); provided that, to the extent that any Refinancing Proceeds remain after payment Majority of the respective Redemption Prices of each redeemed or prepaid Class and related expenses, such Refinancing Proceeds will be treated as Interest Proceeds or Principal Proceeds, as directed by Subordinated Notes directing the Asset Manager. The Collateral Trustee will, not less than 15 days prior to the applicable Refinancing Date, notify each Holder of the Debt to be refinanced, the Record Date applicable to the Refinancing and other terms of the Refinancing as required under this Indenture. Failure to give notice of Refinancing, or any defect therein, to any Holder of any Debt selected for Refinancing shall not impair or affect the validity of the Refinancing of any other Noteredemption.

Optional Redemption or Redemption Following a Tax Event. (a) The Issuer will redeem the Rated Debt Notes (in whole but not in part) at their Redemption Price (i) on any Business Day on or after the occurrence of a Tax Event (during or after the Non-Call Period), upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by either a Majority of the Subordinated Notes or a Majority of an Affected Class, (ii) on any Business Day occurring after the Non-Call Period, upon receipt by the Collateral Trustee, the Issuer and the Asset Manager of written direction by a Majority of the Subordinated Notes, and (iii) on any Business Day occurring at a time when the Asset Manager has determined that the Aggregate Principal Amount of the Underlying Assets is less than 10% of the Effective Date Target Par Amount, at the written direction of the Asset Manager, in each case such notice to be received at least 15 days (or such lesser time as shall be acceptable to the Collateral Trustee, the Issuer and the Asset Manager at their discretion) prior to the scheduled Redemption Date (any such redemption, or prepayment in the case redemption of the Class A Loans or Class B Loans, as applicable, of the Debt Notes in accordance with this Section 9.1(a), an “"Optional Redemption”"); provided, that the Issuer may not sell (and the Collateral Trustee shall not be required to release) any Underlying Asset, unless, as determined pursuant to the procedures set forth in Section 9.1(b), there will be sufficient funds available in the Pledged Accounts to pay the Total Redemption Amount in accordance with the Priority of Payments. On any Business Day on or after the Rated Debt Notes have been redeemed or paid in full, the Subordinated Notes (in whole or in part) will be redeemed at their Redemption Price at the written direction of a Majority of the Subordinated Notes, or at the direction of the Asset Manager, to the Issuer (with a copy to the Collateral Trustee and the Asset Manager, as applicable). If the Subordinated Notes are not being redeemed on the Redemption Date for all of the Outstanding Rated DebtNotes, unless otherwise directed to liquidate all of the Collateral by a Majority of the Subordinated Notes, the Asset Manager shall direct the liquidation of only that portion of the Collateral as may be necessary to provide sufficient funds, together with other available funds of the Issuer, to redeem the Rated Debt Notes and pay the fees and expenses of the Issuer payable on the Redemption Date. (b) The Rated Debt Notes shall not be redeemed pursuant to Section 9.1(a) unless: (i) at least five Business Days before the scheduled Redemption Date, the Asset Manager shall have furnished to the Collateral Trustee evidence in form reasonably satisfactory to the Collateral Trustee (which may be an officer’s 's certificate of the Asset Manager) that (1) the Issuer has entered into a binding agreement or agreements (including a confirmation of sale or trade ticket) with a financial institution or institutions whose short-term unsecured debt obligations or whose guarantor has a credit rating of at least “"A-1” " from S&P to purchase or guarantee the purchase (which may include by way of a fully funded participation) of the obligations, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Underlying Assets, or (2) the Asset Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation (or similar) transaction and, in the case of clause (1), the purchase price thereof is, or, in the case of clause (2), the net proceeds thereof, or any pre-closing financing available to such collateralized loan obligation or similar transaction will, in each case, be at least equal to an amount sufficient, together with the proceeds from the Underlying Assets and Eligible Investments maturing on or prior to the scheduled Redemption Date and (without duplication) any Cash to be applied to such redemption and (without duplication) the aggregate amount of the expected proceeds from the sale of the Underlying Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date (together with any amounts on deposit in the Contribution Account designated for such use) (A) to pay all Administrative Expenses payable under the Priority of Payments (including the fees and expenses incurred by the Collateral Trustee and the Asset Manager in connection with such sale of Underlying Assets and Eligible Investments), (B) to pay any accrued and unpaid amounts due to any Hedge Counterparty, (C) to pay any accrued and unpaid Senior Asset Management Fee (unless such amounts are waived or deferred in the sole discretion of the Asset Manager) and (D) to redeem such Rated Debt Notes in whole but not in part on the scheduled Redemption Date at the applicable Redemption Price (the aggregate amount required to make all such payments and to effect such redemption, the “"Total Redemption Amount”"); or (ii) at least five Business Days prior to the scheduled Redemption Date and prior to selling any Underlying Assets and/or Eligible Investments, the Asset Manager shall have certified to the Collateral Trustee that the expected proceeds from such sale together with any other amounts available to be used for such Optional Redemption will be delivered to the Collateral Trustee not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, and will equal or exceed the Total Redemption Amount. Such certificate will set forth in reasonable detail the basis for the determination of the Asset Manager. (c) On any Business Day after the Non-Call Period (each, a “"Refinancing Date”"), one or more Classes of Rated Debt Notes (in whole but not in part) may be redeemed from Refinancing Proceeds at their Redemption Price with the consent of the Asset Manager if a Majority of the Subordinated Notes direct the Issuer to redeem such Class or Classes of the Rated Debt Notes through the issuance by the Issuer of replacement securities (“"Replacement Debt”") to new or existing investors or obtaining a loan from one or more financial institutions or other lenders (a refinancing provided pursuant to such issuance of Replacement Debt or loan, a “"Refinancing”"), as determined by the Asset Manager in its sole discretion; provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof will be negotiated by the Asset Manager on behalf of the Issuer and must be acceptable to the Asset Manager and a Majority of Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below and the agreements relating to the Refinancing or the Replacement Debt, as applicable, contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Sections 2.7(i) and 5.4(d). In the case of a Refinancing of all Outstanding Rated DebtNotes, the proceeds from the Refinancing (the “"Refinancing Proceeds”") and all other available amounts (together with any amounts on deposit in the Contribution Account designated for such use) shall be at least equal to the Total Redemption Amount. In the case that one or more but not every Outstanding Class of Rated Debt is Notes are the subject of a Refinancing, the Refinancing Proceeds together with the Partial Redemption Interest Proceeds shall be at least sufficient to redeem the applicable Class or Classes of Rated Debt Notes that is or are the subject of the Refinancing at the applicable Redemption Price for such Class or Classes. The expenses of the Issuer, the Collateral Trustee and the Asset Manager related to a Refinancing will be treated as Administrative Expenses. Additionally, if so directed in writing by the Holders of a Majority of the Subordinated Notes in connection with a Refinancing of any of the DebtNotes, the Issuer may, with prompt written notice to the Collateral Trustee and the written consent of the Asset Manager, extend the end of the Non-Call Period for all Classes to a date after the effective date of such Refinancing. The Issuer shall obtain a Refinancing of one or more but not every Outstanding Class of Rated Debt Notes only if the Asset Manager determines and certifies to the Collateral Trustee that: (i) the Rating Agency has been notified of such Refinancing; (ii) the Refinancing Proceeds together with Interest Proceeds available in accordance with the Priority of Payments to pay the accrued interest portion of the applicable Redemption Price will be at least sufficient to pay in full the aggregate Redemption Price of the entire Class or Classes of Rated Debt Notes subject to Refinancing; (iii) the aggregate principal balance of each Class of the Replacement Debt is not more than the Aggregate Outstanding Amount of the corresponding Class of the Rated Debt Notes being refinanced; (iv) the Stated Maturity of the Replacement Debt is no earlier than the earliest Stated Maturity of any Rated DebtNotes; (v) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from the Refinancing Proceeds (except for expenses that will be paid solely as Administrative Expenses payable in accordance with the Priority of Payments); (vi) the spread over the Benchmark or the fixed interest rate, as applicable, of each class of obligations providing the Refinancing will not be greater than the spread over the Benchmark or the fixed interest rate, as applicable, of the Rated Debt Notes of the corresponding Class being refinanced by such new class of obligations and the weighted average of the spread over the Benchmark and the fixed rates payable in respect of all of the Replacement Debt is less than or equal to the weighted average of the spread over the Benchmark and the fixed rate payable on all of the Classes of Rated Debt Notes being refinanced (determined based on the respective spreads over the Benchmark or the fixed interest rate, as applicable, of such Classes of Rated DebtNotes); provided that (x) any Class of Fixed Rate Debt Notes may be refinanced with obligations that bear interest at a floating rate (i.e., at a stated spread over the Benchmark) so long as the floating rate of the obligations comprising the Refinancing is less than the applicable interest rate with respect to such Class of Fixed Rate Debt Notes on the date of such Refinancing and (y) any Class of Floating Rate Debt Notes may be refinanced with obligations that bear interest at a fixed rate so long as the fixed rate of the obligations comprising the Refinancing is less than the applicable Benchmark plus the relevant spread with respect to such Class of Floating Rate Debt Notes on the date of such Refinancing, and in each case under clauses (x) and (y) Rating Agency Confirmation is obtained; (vii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Class or Classes of Notes subject to such Refinancing; (viii) the Replacement Debt is subject to the Priority of Payments and does not rank higher in priority pursuant to the Priority of Payments than the applicable Class of Debt Notes being refinanced; (ix) the voting rights, consent rights, redemption rights and other rights of the Replacement Debt is materially the same as the rights of the corresponding Class of Debt Notes being refinanced; and (x) in connection with an issuance of Replacement Debt, Tax Advice has been delivered to the Collateral Trustee to the effect that any Rated Debt Notes issued or incurred in the Refinancing will be treated as debt for U.S. federal income tax purposes. The Issuer shall obtain a Refinancing of all Outstanding Rated Debt Notes only if the Asset Manager determines and certifies to the Collateral Trustee that: (xii) the Refinancing Proceeds and all other available amounts shall be at least equal to the Total Redemption Amount; (xiiii) the Refinancing Proceeds and other available amounts are used (to the extent necessary) to make such redemption; and (xiiiiii) the agreements relating to such Refinancing contain limited recourse and non-petition provisions substantially equivalent to those applicable to the Rated DebtNotes. The Holders of Subordinated Notes will not have any cause of action against any of the Issuer, the Asset Manager or the Collateral Trustee for any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting the criteria specified above and in a manner acceptable to the requisite Holders of Subordinated Notes, the Issuer and the Collateral Trustee will amend this Indenture to the extent necessary to reflect the terms of the Refinancing as provided in Section 8.1. If each Class of Outstanding Rated Debt is Notes are subject to a Refinancing, Refinancing Proceeds will constitute Principal Proceeds and will be applied pursuant to Section 11.1(b) on the relevant Redemption Date. If one or more but not every Outstanding Class of Rated Debt is Notes are subject to a Refinancing, no Refinancing Proceeds will constitute Interest Proceeds or Principal Proceeds, and Refinancing Proceeds will be applied (together with the Partial Redemption Interest Proceeds) pursuant to Section 11.1(f) on the Partial Redemption Date to redeem or prepay the Debt Notes that is are subject to the Refinancing and pay related expenses without regard to the Priority of Payments (other than the Priority of Partial Redemption Proceeds); provided that, to the extent that any Refinancing Proceeds remain after payment of the respective Redemption Prices of each redeemed or prepaid Class and related expenses, such Refinancing Proceeds will be treated as Interest Proceeds or Principal Proceeds, as directed by the Asset Manager. The Collateral Trustee will, not less than 15 days prior to the applicable Refinancing Date, notify each Holder of the Debt Notes to be refinanced, the Record Date applicable to the Refinancing and other terms of the Refinancing as required under this Indenture. Failure to give notice of Refinancing, or any defect therein, to any Holder of any Debt Note selected for Refinancing shall not impair or affect the validity of the Refinancing of any other Note.