Common use of Sales of Mortgage Assets Clause in Contracts

Sales of Mortgage Assets. (a) Except as otherwise expressly permitted or required by this Indenture and Credit Agreement, the Issuer shall not sell or otherwise dispose of any Mortgage Assets. The Issuer may sell a Mortgage Asset in the following circumstances, and the proceeds of any such sales and purchases shall constitute Sale Proceeds hereunder: (i) in the event that a Mortgage Asset is a Defaulted Mortgage Asset, the holder of the Class B Notes shall, within thirty (30) days of such Mortgage Asset becoming a Defaulted Mortgage Asset (the “Defaulted Mortgage Asset Repurchase Period”), unless, prior to the expiration of such thirty (30) day period, such Mortgage Asset is no longer a Defaulted Mortgage Asset as a result of any cure, waiver or modification which has occurred in compliance with the terms of this Indenture and Credit Agreement (including, for the avoidance of doubt, any applicable Major Modification consented to by Class A Lender or any Permitted Modification), purchase such Mortgage Asset from the Issuer at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase); (ii) in the event the Holder of the Class B Notes is required to repurchase such Mortgage Asset for the par value thereof plus accrued and unpaid interest thereon as a result of a Material Document Defect or Material Breach in accordance with the Section 12.2 hereof, the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such repurchase; (iii) in the event of a Tax Redemption pursuant to Sections 9.1, respectively, the Collateral Agent shall, on behalf and at the direction of the Issuer, release any or all Mortgage Assets as may be directed by the Holder of the Class B Notes; provided that, (x) in the case of a Tax Redemption of the Notes in whole, the applicable Sale Proceeds, together with any other funds available to be used for such Redemption, are sufficient to pay the Total Redemption Price; (iv) in the event the Holder of the Class B Notes has defaulted in the performance of its repurchase obligations under Section 12.2 hereof and such defaults have not been cured by the later of (x) the expiration of any applicable cure periods set forth in such Section 12.2 hereof and (y) the date that is thirty (30) days after the Collateral Agent having been directed by a Majority of the Controlling Class to pursue remedies against the Holder of the Class B Notes, a Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset as directed by a Majority of the Controlling Class; (v) the Issuer may direct the Collateral Agent to release, on its behalf, the Issuer’s interest in a Mortgage Loan to the holder of the related mezzanine loan if the Issuer is required to do so pursuant to the intercreditor documentation governing such Mortgage Loan (provided the Issuer received the related Par Purchase Price); (vi) in the event the Holder of the Class B Notes fails to repurchase a Defaulted Mortgage Asset in accordance with Section 12.1(a)(i) hereof, the Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset as directed by the Majority of the Controlling Class; (vii) in the event that a Mortgage Asset Future Funding Failure has occurred and is continuing, the Holder of the Class B Notes shall, within thirty (30) days of the occurrence of any such Mortgage Asset Future Funding Failure, purchase such Mortgage Asset at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase); and (viii) in the event that the Class A Lender and the Holder of the Class B Notes disagree as to the action to be taken, or not to be taken, with respect to a proposed bona fide Major Modification requested in good faith, the Holder of the Class B Notes may elect to purchase the related Mortgage Asset at the applicable Par Purchase Price, and the Collateral Agent on behalf and at the direction of the Issuer shall release such Mortgage Asset to the Holder of the Class B Notes upon such repurchase. Notwithstanding anything contained in this Indenture and Credit Agreement to the contrary, in connection with any repurchase of a Mortgage Asset by the Holder of the Class B Notes pursuant to this Section 12.1(a), all amounts in the Payment Account as of the date of such repurchase that are attributable to such Mortgage Asset shall be credited against the amount payable by the Holder of the Class B Notes. (b) After the Issuer has notified the Trustee, the Collateral Agent, the Loan Agent and the Note Administrator of a Tax Redemption in accordance with Section 9.1, any disposition of Mortgage Assets shall be effected by the Collateral Agent upon Issuer Order (which shall specify that the conditions above have been met and shall estimate the expected proceeds from the sale of Mortgage Assets) to the Collateral Agent with a copy to the Servicer, the Note Administrator, the Trustee, the Class A Lender and the Loan Agent (directly or by means of participation or other arrangement) in the manner directed by the Majority of the Class B Notes, and the Collateral Agent shall release in such manner, such Mortgage Assets; provided that: (i) the Sale Proceeds therefrom must be applied on the Redemption Date in accordance with Section 11.1(a)(iii) hereof, and upon any such sale the Collateral Agent shall release the lien of such Mortgage Assets, and the Custodian shall, upon receipt of a Request for Release, release the related Mortgage Asset Files, pursuant to Section 10.7; and (ii) in the case of a Tax Redemption of the Notes in whole, the Collateral Agent, on behalf of the Issuer, shall not release (and the Collateral Agent shall not be required to release) Mortgage Assets pursuant to this Section 12.1(b) unless the Issuer has delivered to the Custodian, the Collateral Agent and the Class A Lender an Officer’s Certificate that the Issuer (which the Custodian and Collateral Agent shall be entitled to rely upon) has determined that, based on the estimate of expected proceeds provided in such Officer’s Certificate and its own calculation of the Aggregate Outstanding Amount of, and accrued interest on, the Debt, the Sale Proceeds from the sale of one or more of the Mortgage Assets (and/or any other proceeds contributed to the Issuer from the Notes Investor) and all Cash shall be sufficient to pay the Total Redemption Price and to repay the Class A Loan in full as set forth in the related Redemption Date Statement. (c) Under no circumstance shall the Trustee or the Collateral Agent be required to acquire any Mortgage Assets or property related thereto. (d) Any Mortgage Asset sold pursuant to this Section 12.1 shall be released from the lien of this Indenture and Credit Agreement. (e) Pursuant to the terms of this Indenture and Credit Agreement, any time when the Notes Investor or an affiliate that is wholly-owned by Notes Investor for U.S. federal income tax purposes holds 100% of the Class B Notes, it may contribute additional Cash to the Issuer.

Sales of Mortgage Assets. (a) Except as otherwise expressly permitted or required by this Indenture and Credit AgreementIndenture, the Issuer shall not sell or otherwise dispose of any Mortgage AssetsAsset. The Issuer Mortgage Assets may sell a Mortgage Asset be sold in the following circumstances, and the proceeds of any such sales and purchases shall constitute Sale Proceeds hereunder: (i) in the event that a Mortgage Asset is a Defaulted Mortgage Asset or a Credit Risk Mortgage Asset, the holder Collateral Manager may, on behalf of the Class B Notes shallIssuer, within thirty (30) days of direct the Special Servicer to sell such Mortgage Asset becoming a Defaulted or the related Mortgage Asset (the “Defaulted Mortgage Asset Repurchase Period”), unless, prior to the expiration of such thirty (30) day period, such Mortgage Asset is no longer a Defaulted Mortgage Asset as a result of any cure, waiver or modification which has occurred Loan in compliance accordance with the terms of this Indenture and Credit Agreement (including, for the avoidance of doubt, any applicable Major Modification consented to by Class A Lender or any Permitted Modification), purchase such Mortgage Asset from the Issuer at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase)Servicing Agreement; (ii) in the event the Holder of the Class B Notes Seller is required to repurchase such Mortgage Asset for the par value thereof plus accrued and unpaid interest thereon as a result of a Material Document Defect or Material Breach of representation or warranty set forth in accordance with the Section 12.2 hereofrelated Mortgage Asset Purchase Agreement, the Collateral Agent shall, on behalf and at the direction of the Issuer, release Issuer shall sell such Mortgage Asset to the Holder of the Class B Notes upon such repurchaseSeller; (iii) in the event of a Clean-up Call, Tax Redemption, Optional Redemption, Auction Call Redemption or Rating Failure Redemption pursuant to Sections 9.19.1(a), (b), (c), (d) or (e), respectively, the Issuer (or the Collateral Agent shall, Manager on behalf and at the direction of the Issuer, release any or all its behalf) shall sell such Mortgage Assets as may be directed by the Holder of the Class B NotesAsset; provided that, (x) in the case of a Tax Redemption of the Notes in whole, the applicable Sale Proceeds, together with any other funds available to be used for such Redemption, are sufficient to pay the Total Redemption Price;and (iv) in the event that the Holder of the Majority Class B Notes has defaulted in the performance of G Noteholder (or its repurchase obligations under Section 12.2 hereof and such defaults have not been cured by the later of (xassignee) the expiration of any applicable cure periods set forth in such Section 12.2 hereof and (y) the date that is thirty (30) days after the Collateral Agent having been directed by a Majority of the Controlling Class to pursue remedies against the Holder of the Class B Notes, a Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of notifies the Issuer, release such Mortgage Asset as directed by a Majority of the Controlling Class; (v) the Issuer may direct the Collateral Agent to release, on its behalfTrustee, the Issuer’s interest in a Mortgage Loan Note Administrator, the Servicer and the Special Servicer that it is exercising its right under Section 12.1(e) to the holder of the related mezzanine loan if the Issuer is required to do so pursuant to the intercreditor documentation governing such Mortgage Loan (provided the Issuer received the related Par Purchase Price); (vi) in the event the Holder of the Class B Notes fails to repurchase purchase a Defaulted Mortgage Asset in accordance with Section 12.1(a)(i) hereof, the Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset as directed by the Majority of the Controlling Class; (vii) in the event that or a Mortgage Asset Future Funding Failure has occurred and is continuing, the Holder of the Class B Notes shall, within thirty (30) days of the occurrence of any such Mortgage Asset Future Funding Failure, purchase such Credit Risk Mortgage Asset at a price equal to the Par Purchase Price (and for such Mortgage Asset, the Collateral Agent shall, on behalf and at the direction of the Issuer, release Issuer shall sell such Mortgage Asset to the Holder of the Class B Notes upon such purchase); and (viii) in the event that the Class A Lender and the Holder of the Class B Notes disagree as to the action to be taken, or not to be taken, with respect to a proposed bona fide Major Modification requested in good faith, the Holder of the Class B Notes may elect to purchase the related Mortgage Asset at the applicable Par Purchase Price, and the Collateral Agent on behalf and at the direction of the Issuer shall release such Mortgage Asset to the Holder of the Class B Notes upon such repurchaseHolder. Notwithstanding anything contained in this Indenture and Credit Agreement to the contrary, in connection with Promptly after any repurchase of a Mortgage Asset by the Holder of the Class B Notes sale pursuant to this Section 12.1(a), all amounts the Collateral Manager shall notify the 17g-5 Information Provider of the Mortgage Asset sold and the sale price and shall provide such other information relating to such sale as may be reasonably requested by the Rating Agencies. For purposes of this Section 12.1, a loan will be considered a Defaulted Mortgage Loan even if the 90 day period provided in the Payment Account as of the date of such repurchase that are attributable to such Mortgage Asset shall be credited against the amount payable by the Holder of the Class B Notesdefinition thereof has not expired. (b) After the Issuer has notified the Trustee, the Collateral Agent, the Loan Agent and the Note Administrator of a Tax Redemption in accordance with With respect to any Defaulted Mortgage Asset or Credit Risk Mortgage Asset permitted to be sold pursuant to Section 9.1, any disposition of Mortgage Assets shall be effected by the Collateral Agent upon Issuer Order (which shall specify that the conditions above have been met and shall estimate the expected proceeds from the sale of Mortgage Assets) to the Collateral Agent with a copy to the Servicer, the Note Administrator, the Trustee, the Class A Lender and the Loan Agent (directly or by means of participation or other arrangement) in the manner directed by the Majority of the Class B Notes, and the Collateral Agent shall release in such manner12.1(a)(i), such Mortgage Assets; provided thatAsset may be sold by the Special Servicer at the direction of the Collateral Manager on behalf of the Issuer: (i) the Sale Proceeds therefrom must be applied on the Redemption Date in accordance with Section 11.1(a)(iii) hereof, and upon any such sale to an entity other than the Collateral Agent shall release Manager, LCMT or an Affiliate, agent or advisor of either or any account managed by the lien Collateral Manager; (ii) to the Collateral Manager, LCMT or an Affiliate, agent or advisor of either or any account managed by the Collateral Manager that is purchasing such Mortgage Assets, and the Custodian shall, upon receipt of a Request for Release, release the related Defaulted Mortgaged Asset or Credit Risk Mortgage Asset Filesfrom the Issuer for a cash purchase price that is (x) with respect to any Defaulted Mortgage Asset, pursuant equal to Section 10.7or greater than the Par Purchase Price and (y) with respect to any Credit Risk Mortgage Asset: (A) until the Disposition Limitation Threshold has been met, equal to or greater than the Par Purchase Price; and (B) after the Disposition Limitation Threshold has been met, following disclosure to, and approval by, the Advisory Committee in accordance with the Collateral Management Agreement, equal to the greater of (A) the Par Purchase Price and (B) the fair market value thereof (any purchase described in this clause (ii) in ), a “Credit Risk/Defaulted Mortgage Asset Cash Purchase”). In connection with the case sale of a Tax Redemption of the Notes in wholeCredit Risk Mortgage Asset or a Defaulted Mortgage Asset, the Collateral Agent, on behalf of the Issuer, shall not release (and the Collateral Agent shall not be required to release) Mortgage Assets pursuant to this Section 12.1(b) unless Manager may cause the Issuer has delivered to the Custodian, the Collateral Agent and the Class A Lender an Officer’s Certificate that the Issuer (which the Custodian and Collateral Agent shall be entitled to rely upon) has determined that, based on the estimate of expected proceeds provided create one or more junior participation interests in such Officer’s Certificate Defaulted Mortgage Asset or Credit Risk Mortgage Asset and its own calculation of direct the Aggregate Outstanding Amount of, and accrued interest on, the Debt, the Sale Proceeds from the sale of Trustee to sell one or more of such junior participation interests. The Issuer shall not sell or otherwise dispose of any Mortgage Asset for the Mortgage Assets (and/or any other proceeds contributed to the Issuer primary purpose of recognizing gains or decreasing losses resulting from the Notes Investor) and all Cash shall be sufficient to pay the Total Redemption Price and to repay the Class A Loan in full as set forth in the related Redemption Date Statementmarket value changes. (c) Under no circumstance shall If the Trustee Collateral Manager directs the sale of a Mortgage Asset acquired in violation of the Eligibility Criteria, the Future Advance Acquisition Criteria or the Acquisition Criteria, the Issuer shall sell such Mortgage Asset to the Collateral Agent be required Manager, LCMT or an Affiliate, agent or advisor of either or any account managed by the Collateral Manager for a cash purchase price that is equal to acquire any Mortgage Assets or property related theretothe Par Purchase Price. (d) Any A Defaulted Mortgage Asset sold pursuant or Credit Risk Mortgage Asset may be disposed of at any time, following disclosure to, and approval by, the Advisory Committee, by the Collateral Manager directing the Issuer to this Section 12.1 shall be released from exchange such Defaulted Mortgage Asset or Credit Risk Mortgage Asset for (1) a substitute Mortgage Loan or Participation owned by the lien of this Indenture and Credit Agreement. (e) Pursuant to the terms of this Indenture and Credit AgreementCollateral Manager, any time when the Notes Investor LCMT or an affiliate Affiliate, agent or advisor of either, or any account managed by the Collateral Manager, that is wholly-owned by Notes Investor satisfies the Eligibility Criteria or the Future Advance Acquisition Criteria (such Mortgage Asset, an “Exchange Mortgage Asset”) or (2) a combination of an Exchange Mortgage Asset and cash (such exchange for U.S. federal income tax purposes holds 100% of the Class B Notesa Defaulted Mortgage Asset, it may contribute additional Cash to the Issuer.a “Defaulted Mortgage Asset Exchange” and such exchange for a Credit Risk Mortgage Asset, a “Credit Risk Mortgage Asset Exchange”); provided that:

Sales of Mortgage Assets. (a) Except as otherwise expressly permitted or required by this Indenture and Credit Agreement, the Issuer shall not sell or otherwise dispose of any Mortgage Assets. The Issuer may sell a Mortgage Asset in the following circumstances, and the proceeds of any such sales and purchases shall constitute Sale Proceeds or Securitization Sale Proceeds, as applicable, hereunder: (i) in the event that a Mortgage Asset is a Defaulted Mortgage Asset, the holder of the Class B Notes shall, within thirty (30) days of such Mortgage Asset becoming a Defaulted Mortgage Asset (the “Defaulted Mortgage Asset Repurchase Period”), unless, prior to the expiration of such thirty (30) day period, such Mortgage Asset is no longer a Defaulted Mortgage Asset as a result of any cure, waiver or modification which has occurred in compliance with the terms of this Indenture and Credit Agreement (including, for the avoidance of doubt, any applicable Major Modification consented to by Class A Lender or any Permitted Modification), purchase such Mortgage Asset from the Issuer at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase); (ii) in the event the Holder of the Class B Notes Seller is required to repurchase such Mortgage Asset for the par value thereof plus accrued and unpaid interest thereon as a result of a Material Document Defect or Material Breach in accordance with the Section 12.2 hereofMortgage Asset Purchase Agreement, the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder Seller upon such repurchase in exchange for payment of the Class B Notes upon such repurchasePar Purchase Price thereof; (iiiii) in the event of a Tax Redemption pursuant to Sections 9.1, respectively, the Collateral Agent shall, on behalf and at the direction of the Issuer, release any or all Mortgage Assets as may be directed by the Holder of the Class B Notes; provided that, (x) that in the case of a Tax Redemption of the Notes in whole, the applicable Sale Proceeds, together with any other funds available to be used for such Tax Redemption, are sufficient to pay the Total Redemption Price; (iviii) in the event the Holder of the Class B Notes a Seller has defaulted in the performance of its cure and repurchase obligations under Section 12.2 hereof 4(i) of a Mortgage Asset Purchase Agreement, and the guarantors thereunder have defaulted in the performance of their guarantee obligations thereunder, and such defaults have not been cured by the later of (x) the expiration of any applicable cure periods set forth in such Section 12.2 hereof Mortgage Asset Purchase Agreement and (y) the date that is thirty (30) days after the Collateral Agent having been directed by a Majority of the Controlling Class to pursue remedies against the Holder of the Class B NotesSeller and such guarantors, a Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset as directed by a Majority of the Controlling Class; (viv) the Issuer may direct the Collateral Agent to release, on its behalf, the Issuer’s interest in a Mortgage Loan to the holder of the related mezzanine loan if the Issuer is required to do so pursuant to the intercreditor documentation governing such Mortgage Loan (provided the Issuer received the related Par Purchase Price); (viv) in the event the Holder of the Class B Notes fails Seller and/or Issuer desires to repurchase acquire a Mortgaged Property relating to a Defaulted Mortgage Asset by foreclosure or a conveyance in accordance with Section 12.1(a)(i) hereoflieu of foreclosure, the Majority of the Controlling Class may direct the Issuer to sell the related Mortgage Asset, and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset as directed by the a Majority of the Controlling Class, sell such Defaulted Mortgage Asset to the Seller or its designee at a price equal to the Par Purchase Price; (viivi) in the event that a Mortgage Asset Future Funding Failure has occurred and is continuing, the Holder of the Class B Notes shall, within thirty (30) days of the occurrence of any such Mortgage Asset Future Funding Failureoccurrence, purchase such Mortgage Asset at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase); and; (vii) in the event that a Mortgage Asset is a Defaulted Mortgage Asset, the holder of the Class B Notes may at its option, purchase such Mortgage Asset from the Issuer at a price equal to the Par Purchase Price (and the Collateral Agent shall, on behalf and at the direction of the Issuer, release such Mortgage Asset to the Holder of the Class B Notes upon such purchase); (viii) in the event that the Class A Lender and the Holder of the Class B Notes disagree as to the action to be taken, or not to be taken, with respect to a proposed bona fide Major Modification requested in good faith, the Holder of the Class B Notes may elect to purchase the related Mortgage Asset at the applicable Par Purchase Price, and at the direction of the Issuer, the Collateral Agent on behalf and at the direction of the Issuer shall release such Mortgage Asset to the Holder of the Class B Notes upon such repurchase. Notwithstanding anything contained in this Indenture ; and (ix) provided no Event of Default has occurred and Credit Agreement to the contraryis continuing, in connection with any repurchase of a Mortgage Asset by the event that the Holder of the Class B Notes pursuant elects to this Section 12.1(a), all amounts repurchase a Mortgage Asset in the Payment Account as of the date of such repurchase connection with a commercial real estate collateralized loan securitization transaction that are attributable to will include such Mortgage Asset shall be credited against the amount payable by as collateral thereunder, the Holder of the Class B NotesNotes may purchase the related Mortgage Asset at the applicable Par Purchase Price, and at the direction of the Issuer, the Collateral Agent on behalf and at the direction of the Issuer shall release such Mortgage Asset to the Holder of the Class B Notes upon such repurchase and sale to the related securitization issuer. (b) After the Issuer has notified the Trustee, the Collateral Agent, the Loan Agent and the Note Administrator of a Tax Redemption in accordance with Section 9.1, any disposition of Mortgage Assets shall be effected by the Collateral Agent upon Issuer Order (which shall specify that the conditions above have been met and shall estimate the expected proceeds from the sale of Mortgage Assets) to the Collateral Agent with a copy to the Servicer, the Note Administrator, the Trustee, the Class A Lender and the Loan Agent (directly or by means of participation or other arrangement) in the manner directed by the Majority of the Class B Notes, and the Collateral Agent shall release in such manner, such Mortgage Assets; provided that: (i) the Sale Proceeds therefrom must be applied on the Tax Redemption Date in accordance with Section 11.1(a)(iii11.1(a)(iv) hereof, and upon any such sale the Collateral Agent shall release the lien of such Mortgage Assets, and the Custodian shall, upon receipt of a Request for Release, release the related Mortgage Asset Files, pursuant to Section 10.710.6; and (ii) in the case of a Tax Redemption of the Notes in whole, the Collateral Agent, on behalf of the Issuer, shall not release (and the Collateral Agent shall not be required to release) Mortgage Assets pursuant to this Section 12.1(b) unless the Issuer has delivered to the Custodian, the Collateral Agent and the Class A Lender an Officer’s Certificate that the Issuer (which the Custodian and Collateral Agent shall be entitled to rely upon) has determined that, based on the estimate of expected proceeds provided in such Officer’s Certificate and its own calculation of the Aggregate Outstanding Amount of, and accrued interest on, the Debt, the Sale Proceeds from the sale of one or more of the Mortgage Assets (and/or any other proceeds contributed to the Issuer from the Notes Investor) and all Cash shall be sufficient to pay the Total Redemption Price and to repay the Class A Loan in full as set forth in the related Redemption Date Statement. (c) Under no circumstance shall the Trustee or the Collateral Agent be required to acquire any Mortgage Assets or property related thereto. (d) Any Mortgage Asset sold pursuant to this Section 12.1 shall be released from the lien of this Indenture and Credit Agreement. (e) Pursuant to the terms of this Indenture and Credit Agreement, any time when the Notes Investor or an affiliate that is wholly-owned by Notes Investor for U.S. federal income tax purposes holds 100% of the Class B Notes, it may contribute additional Cash to the Issuer.