Common use of Special Redemption Clause in Contracts

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (A1) satisfy confirm to Moody’s that the Effective Date S&P Conditions Condition has been satisfied or (B2) obtain from S&P its Moody’s written confirmation of its Initial Ratings of the Secured Notes Notes, or (each of (iiii) and (ii), if a “Special Redemption”)Retention Deficiency exists to the extent necessary to reduce such Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (ix) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (iiy) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsPayments on each Payment Date until the Issuer obtains confirmation from Moody’s of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied), or (z) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be sent by the Trustee to the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.17 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in clause (E) of Section 11.1(a)(ii)(E11.1(a)(ii), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in clause (G) of Section 11.1(a)(i)(F11.1(a)(i) and clause (C) of Section 11.1(a)(ii)(C11.1(a)(ii) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion in accordance with the Collateral Manager Standard and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined in its sole discretion in accordance with the Collateral Manager Standard cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)clause (D) of the Priority of Principal Proceeds, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(Fclause (E) of the Priority of Interest Proceeds and Section 11.1(a)(ii)(Cclause (B) of the Priority of Principal Proceeds (but in the case of this clause (ii)the Priority of Principal Proceeds, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee Collateral Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Co-Issuers (or the Collateral Manager on the Issuer’s behalf) to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings initial ratings of the Secured Notes Debt (provided such confirmation from S&P is not required if the S&P Deemed Rating Confirmation has occurred or the Effective Date Condition has been satisfied) or (iii) if a Retention Deficiency exists, to the extent necessary to reduce such Retention Deficiency to zero (each of (i), (ii) and (iiiii), a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes Debt (provided such confirmation from S&P is not required if the S&P Deemed Rating Confirmation has occurred or the Effective Date S&P Conditions have Condition has been satisfied (the applicable amount payable under clause (isatisfied) or (ii)3) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, the a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee Collateral Agent not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Debt affected thereby at such Holder’s facsimile number, email address or mailing address in on the Note Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Loan Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee and the Loan Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee and the Loan Agent that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in clause (E) of Section 11.1(a)(ii)(E11.1(a)(ii), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in clause (F) of Section 11.1(a)(i)(F11.1(a)(i) and clause (C) of Section 11.1(a)(ii)(C11.1(a)(ii) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Collateral Trustee and the Loan Agent not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, and in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in the case of a Special Redemption described in clause (ii) above) (any such initial date a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency.

Special Redemption. (a) Terms used in this Section 3.09 and not otherwise defined in this Indenture have the meaning set forth in the Escrow Agreement. (b) Upon receipt of a written notice from the Trustee pursuant to clause 1.4(d) of the Escrow Agreement, the Issuer shall no later than the Special Redemption Date, deliver, pursuant to Section 13.01, a notice of redemption to each Holder. (c) In the event that the Issuer is permitted to release the Escrow Property to the Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (iPaying Agent pursuant to clause 1.4(e) during the Reinvestment Period, if the Collateral Manager in its sole discretion and so notifies the Trustee, the Issuer shall promptly and no later than the Special Redemption Date, deliver, pursuant to Section 13.01, a notice of redemption to each Holder. (d) Upon receipt of a written notice from the Trustee at least five (5pursuant to clause 1.4(f) Business Days prior to of the applicable Escrow Agreement, the Issuer shall promptly and no later than the Special Redemption Date that it has been unabledeliver, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii)13.01, a “Special Redemption”). On the first Payment Date following the Collection Period in notice of redemption to each Holder. (e) For Global Notes which such notice is given (a “Special Redemption Date”)are held on behalf of DTC, the amount in the Collection Account representingEuroclear or Clearstream, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall notices may be given by delivery of the Trustee not less than three (3) Business Days prior relevant notices to DTC, Euroclear or Clearstream for communication to entitled account holders in substitution for the aforesaid mailing. So long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange and the rules and regulations of the Luxembourg Stock Exchange so require, any such notice to the applicable Special Redemption Date Holders of the relevant Notes shall also be published by the Issuer in a newspaper having a general circulation in Luxembourg (xwhich is expected to be d’Wort) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in connection with any redemption, the case Issuer will forthwith notify the Luxembourg Stock Exchange of Global Notesany change in the principal amount of Notes outstanding. Notices of redemption may not be conditional. (f) The notice shall identify the Notes to be redeemed and corresponding CUSIP, delivered by electronic transmission to DTC) ISIN or the Share RegisterCommon Code numbers, as applicable, and shall state: (i) the applicable clause in the Escrow Agreement pursuant to which the Issuer is permitted or required to release the Escrow Property to the Rating AgencyPrincipal Paying Agent; (ii) the redemption date and the redemption price, which shall equal €950.66 per €1,000 aggregate principal amount of Euro Notes and $950.95 per $1,000 aggregate principal amount of Dollar Notes, in each case, plus the pro rata proportion of the interest component of the Special Mandatory Redemption Amount or the Special Optional Redemption Amount, as applicable; and (iii) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed in such notice or printed on the Notes. (g) Each Holder shall receive the pro rata portion of the Special Mandatory Redemption Amount or the Special Optional Redemption Amount, as applicable, equivalent to the ratio of Euro Notes and/or Dollar Notes held by such Holder divided by the aggregate principal amount of outstanding Euro Notes and Dollar Notes, as applicable, as the Issuer shall instruct the Trustee and Paying Agent in writing. (h) The other provisions of this Article 3 (other Section 3.04) do not apply to this Section 3.09.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (A1) satisfy confirm to S&P that the S&P Effective Date S&P Conditions Condition has been satisfied or (B2) obtain from S&P its the Rating Agency written confirmation of its Initial Ratings of the Secured Notes Debt, or (each of (iiii) and (ii), a “Special Redemption”)if an EU/UK Retention Deficiency exists to the extent necessary to reduce such EU/UK Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (ix) Principal Proceeds which the Collateral Manager has determined (with written notice to the Trustee and the Collateral Administrator) cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (iiy) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or Debt (provided such confirmation is not required if the S&P Effective Date S&P Conditions have Condition has been satisfied satisfied), or (the applicable amount payable under z) Principal Proceeds necessary to reduce any outstanding EU/UK Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (i) or (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given provided by the Trustee in the name and at the expense of the Issuer not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Notes Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments If the determination is made, based on the Secured Notes shall be made in part an Opinion of Counsel, in accordance with the Priority relevant provision of Payments on the Notes that any Payment Date (i) during the Reinvestment Periodcertification, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior identification or information reporting requirements of United States law or regulation with regard to the nationality, residence or identity of a beneficial owner of such Notes or Coupons appertaining thereto would be applicable Special Redemption Date that it has been unable, for to a period payment of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate principal of or interest on such Notes or Coupons appertaining thereto made outside the United States by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all Company or a portion paying agent appointed by the Company (other than a requirement that would not be applicable to a payment made to a custodian, nominee or other agent of the funds then beneficial owner, or which could be satisfied by the holder, custodian, nominee or other agent certifying that the beneficial owner is not a United States person; provided, however, in each case that payment by a holder, custodian, nominee or agent to the Collection Account that are beneficial owner is not otherwise subject to be invested any certification, identification or information reporting requirement referred to in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”this sentence), the amount in the Collection Account representingfollowing provisions shall be applicable: (1) The Company shall, as applicablepromptly after it has made such determination, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only give notice to the extent that Trustee of such determination and shall redeem all or the Collateral Manager does applicable portion of such series of Notes, in whole but not direct that the Interest Proceeds and Principal Proceeds be allocated in part, at 100% of their principal amount, together with interest accrued to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (andor, in the case of Global Original Issue Discount Notes, delivered at their accreted value), as soon as practicable after such determination. (2) As soon as practicable after it has received such notice from the Company, the Trustee shall give prompt notice of such determination in accordance with the provisions of Section 11.4 and Section 1.6, stating in the notice the effective date of such certification, identification or information reporting requirements (as advised to it in writing by electronic transmission to DTCthe Company) and the dates within which the redemption by the Company shall occur, which dates will be the dates falling on the 60th day and the 365th day (or the Share Register, as applicable, and 366th day in the case of a leap year) following the date such notice of determination is first given. The Trustee shall send a copy of such notice of determination to the Rating AgencyCompany and the paying agent appointed by the Company. (3) If the Company is required to redeem all or the applicable portion of a series of Notes, the Company shall give notice to the Trustee of such redemption at least 75 days before the date fixed for redemption (notwithstanding Section 11.2), unless notice within a shorter period of time is acceptable to the Trustee. (4) The Company shall not so redeem any portion of such series of Notes, however, if it shall, based on a subsequent event, determine, based on an Opinion of Counsel, not less than 30 days prior to the Redemption Date, that no payment would be subject to any requirement described above, in which case the Trustee shall give prompt notice of that determination in accordance with the provisions of Section 11.4 and Section 1.6 and any earlier redemption notice shall be deemed revoked and of no further effect. (5) In case the Company shall give notice of redemption to the Trustee, the Trustee shall cause to be delivered on behalf of the Company, at the expense of the Company, a notice of redemption, in accordance with the provisions of Section 11.4 and Section 1.6. The Trustee shall send a copy of such notice of redemption to the Company and the paying agent appointed by the Company. (6) Notwithstanding Section 11.4, any notice of redemption provided for in this Section 11.10 shall be given on behalf of the Company, at the expense of the Company not less than 60 days nor more than 90 days prior to Redemption Date. (7) Notwithstanding the above provisions of this Section 11.10, if and so long as the certification, identification or information reporting requirements referred to above in this Section 11.10 would be fully satisfied by payment of United States withholding, backup withholding or a similar tax (but without any requirement that the nationality, residence or identity of such Holder be disclosed to the Company or the paying agent appointed by the Company or any governmental authority), the Company may elect, prior to publication of the notice of redemption contemplated in this Section to pay as additional interest such Additional Amounts as are necessary in order that, following the effective date of such requirements, every net payment made outside the United States by the Company or a paying agent appointed by the Company of the principal of and interest on the applicable portion of such series of Notes or on any Coupon appertaining thereto eligible to be redeemed, to a Holder who is not a United States person, after deduction for such United States withholding, backup withholding or similar tax (other than a withholding, backup withholding or similar tax which (i) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of this Section 11.10 pertaining to payments to a custodian, nominee or other agent or (ii) is described in any of the clauses (1) through (10) of Section 3.7 (except for Section 3.7(3), or to the extent involving Section 3.7(3), Section 3.7(10)), will not be less than the amount provided in the Notes or such Coupons to be then due and payable.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E11.1(a)(ii)(H), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(I) and Section 11.1(a)(ii)(C11.1(a)(ii)(F) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments Distributions on any Payment Distribution Date (i) during the Reinvestment PeriodPeriod at the direction of the Collateral Manager, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 30 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective DateRamp-Up Period, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.17 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written each Rating Agency a confirmation of its Initial Ratings of each Class of the Secured Notes Debt that it rated (or, to the extent a Mxxxx'x Effective Date Deemed Rating Confirmation has occurred, written confirmation from S&P of its Initial Ratings of the Class A Debt) or (iii) following the failure of the Retention Provider to satisfy the Retention Requirement that remains unremedied for 10 consecutive Business Days, to the extent necessary for the Retained Interest held by the Retention Provider to be sufficient so as to satisfy the Retention Requirement (in each of (i) and (ii)case, a “"Special Redemption”"). On the first Payment Distribution Date following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either representing (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will that must be applied to pay principal redeem the Secured Debt in order to (a) obtain from each Rating Agency confirmation of its Initial Ratings of each Class of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) Debt that it rated (but in the case of this clause (ii)or, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains a Mxxxx'x Effective Date Deemed Rating Confirmation has occurred, written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (iClass A Debt) or (ii)b) satisfy the Retention Requirement (such amount, the “a "Special Redemption Amount”) will "), as the case may be, shall be applied in accordance with the Priority of PaymentsDistributions under Section 11.1(a)(ii). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee either by first class mail, postage prepaid, mailed as soon as reasonably practicable, and in any case not less than three (3) Business Days prior to the applicable Special Redemption Date (xprovided that such notice shall not be required in connection with a Special Redemption pursuant to clause (ii) by email transmission, of the definition of such term if available, and otherwise by facsimile, if available, the Special Redemption Amount is not known on or (yprior to such date) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s facsimile number, email address or mailing 's address in the Register (and, in the case of Global Notes, delivered and to both Rating Agencies or by electronic facsimile or via email transmission to DTC) or such parties. In addition, for so long as any Notes are listed on the Share RegisterIrish Stock Exchange and so long as the guidelines of such exchange so require, as applicable, and notice of Special Redemption to the Rating AgencyHolders of such Notes shall also be sent to the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee (and Loan Agent, if applicable) at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (A1) satisfy confirm to S&P that the Effective Date S&P Conditions Condition has been satisfied or (B2) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt, or (each of (iiii) and (ii), a “Special Redemption”)if an EU/UK Retention Deficiency exists to the extent necessary to reduce such EU/UK Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (ix) Principal Proceeds which the Collateral Manager has determined (with written notice to the Trustee and the Collateral Administrator) cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)accordance with the Priority of Payments, or (iiy) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or Debt (provided such confirmation is not required if the Effective Date S&P Conditions have Condition has been satisfied satisfied), or (the applicable amount payable under z) Principal Proceeds necessary to reduce any outstanding EU/UK Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (i) or (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given provided by the Trustee (and Loan Agent, if applicable) in the name and at the expense of the Issuer not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.to

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(G) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencyAgencies.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments On the Closing Date, the Company shall deposit with the Securities Intermediary as hereinafter provided the net proceeds from the issuance of the Notes (the “Proceeds”). (1) In order to secure the full and punctual payment and performance of the Company’s obligation to redeem the Notes upon a Special Redemption, if any, the Company hereby grants to the Trustee, for the ratable benefit of the Holders, a continuing perfected security interest in and to the Collateral, whether now owned or existing or hereafter acquired or arising. The Company shall be required to effect the Special Redemption upon the occurrence of an event specified in this Section 4.23 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the date of redemption. (2) At all times until the release of the proceeds in accordance with this Section 4.23 and the Security Agreement, there shall be maintained with the Securities Intermediary an account (the “Secured Proceeds Account”), which account shall be under the sole dominion and control of the Securities Intermediary. On the Closing Date, the Company shall cause the Proceeds to be deposited in the Secured Proceeds Account. Amounts on deposit in the Secured Proceeds Account shall be held in cash or invested (and reinvested from time to time) in U.S. Government Obligations or Money Market Funds investing in U.S. Government Obligations (such investments collectively referred to herein as “Eligible Investments”), which Eligible Investments shall be held in the Secured Proceeds Account. Any income, including any interest or capital gains received with respect to the balance from time to time standing to the credit of the Secured Proceeds Account, shall remain, or be deposited, in the Secured Proceeds Account. The Securities Intermediary shall in no event have any liability for any tax, fee, loss or other charge incurred in connection with the Company’s written instructions to the Securities Intermediary regarding any investment, reinvestment or liquidation of any such investment. (3) Upon the earlier to occur of (A) any Proceeds being released by the Securities Intermediary to be used in the redemption of all of the outstanding Existing Notes and (B) the Special Redemption Date, the security interests in the Collateral shall automatically terminate. (4) Upon receipt by the Securities Intermediary on or prior to November 7, 2003 of a certificate signed by the President or any Vice President and any other officer of the Company (the “Redemption Disbursement Request”) stating, among other things, that the redemption of all of the outstanding Existing Notes is to be effected on the Secured terms and conditions described in all material respects in the indenture, as amended, relating to the Existing Notes shall on a date specified therein, but no later than November 7, 2003, and requesting the Securities Intermediary to release the Proceeds, which along with additional proceeds from the Company, will be made in part used to effect the redemption of all of the outstanding Existing Notes in accordance with the Priority terms of Payments the indenture relating to the Existing Notes, the Securities Intermediary shall disburse all such Proceeds to, or at the direction of, the Company on any Payment Date the closing date of the redemption (i) during or the Reinvestment Period, Business Day before such closing date if the Collateral Manager trustee with respect to the Existing Notes so requires) of all of the outstanding Existing Notes, which shall be specified in its sole discretion notifies such certificate. If the Trustee redemption of the Existing Notes is not effected on such closing date, the Company shall redeposit any such Proceeds in the Secured Proceeds Account. The Redemption Disbursement Request may be withdrawn by the Company upon written notice to the Securities Intermediary at least five anytime on or prior to the business day immediately prior to such closing date. (5) Business Days If the Securities Intermediary has not received the Redemption Disbursement Request by 5:00 p.m. New York time on or prior to November 7, 2003 (such an event constituting an “Event of Failure”), the applicable Company will make an offer described in this Section 4.23 (the “Special Redemption Date Offer”), and each Holder will have the right to require that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of Company purchase all or a portion of such Holder’s Notes, at a purchase price equal to 100% of the funds then in principal amount thereof plus accrued interest to the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to date of purchase. (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date Within five days following the Collection Period in date upon which such notice is given the Event of Failure occurs (a the “Special Redemption Offer Date”), the amount in the Collection Account representingCompany must send, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, a notice to each Holder of Securities affected thereby at such Holder’s facsimile numberlast registered address, email with a copy to the Trustee, which notice shall govern the terms of the Special Redemption Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer. Such notice shall state: (i) that the Special Redemption Offer is being made pursuant to this Section 4.23, that all Notes tendered and not withdrawn will be accepted for payment and that the Special Redemption Offer shall remain open until December 1, 2003 or such longer period as may be required by law; (ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be December 1, 2003, other than as may be required by law) (the “Special Redemption Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Special Redemption Offer shall cease to accrue interest after the Special Redemption Payment Date; (v) that Holders electing to have a Note purchased pursuant to a Special Redemption Offer will be required to surrender the Note to the Paying Agent at the address or mailing address specified in the Register notice prior to the close of business on November 26, 2003; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than November 26, 2003, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased; and (vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. (B) By 10:30 A.M., New York City time, on the case Special Redemption Offer Date, the Securities Intermediary shall disburse all Proceeds to the Paying Agent in connection with the redemption of Global the Notes; and (C) On or before the Special Redemption Payment Date, delivered the Company shall (1) accept for payment Notes or portions thereof tendered pursuant to the Special Redemption Offer, (2) deposit with the Paying Agent U.S. Legal Tender, which along with the Proceeds, that is sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (3) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by electronic transmission the Company. Upon receipt by the Paying Agent of the monies specified in clause (2) of this Section 4.23 and a copy of the Officers’ Certificate specified in clause (3) of this Section 4.23, the Paying Agent shall promptly mail to DTC) or the Share RegisterHolders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, as applicableif any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Rating AgencyNotes surrendered.

Special Redemption. Principal payments on the Secured Notes shall may be made in part in accordance with the Priority of Payments on any Payment Date (iA) during the Reinvestment PeriodPeriod at the direction of the Portfolio Manager, if the Collateral Portfolio Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 30 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Portfolio Manager in its sole discretion and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (iiB) after the Effective DateRamp-Up Period, if the Collateral Portfolio Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.17 in order to (A) satisfy obtain from Moody’s, unless the Effective Date S&P Conditions or (B) obtain from S&P its written Moody’s Condition has been satisfied, a confirmation of its Initial Ratings Rating of each Class of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either representing (i1) Principal Proceeds which the Collateral Portfolio Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will that must be applied to pay principal redeem the Secured Notes in order to obtain from Moody’s confirmation of its Initial Rating of each Class of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii)such amount, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the a “Special Redemption Amount”) will ), shall be applied in accordance with the Priority of PaymentsPayments under Section 11.1(a)(ii). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (xprovided that such notice shall not be required in connection with a Special Redemption pursuant to clause (B) by email transmission, of the definition of such term if available, and otherwise by facsimile, if available, the Special Redemption Amount is not known on or (yprior to such date) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to Moody’s. In addition, for so long as any Securities are listed on the Rating AgencyIrish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the Holders of such Notes shall also be sent to the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate unless the Effective Date Condition is satified, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.19 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured applicable Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the Initial Ratings initial ratings of the Secured Notes or (provided such confirmation from S&P is not required if the Effective Date S&P Conditions have been satisfied Deemed Rating Confirmation has occurred) (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Issuer, or upon Issuer Order, by the Trustee not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencyAgencies.

Special Redemption. Principal payments (a) In the event that (1) the Vitro Closing Date does not take place on or prior to May 12, 2016 or (2) at any time prior to May 12, 2016, the Secured Notes shall be made in part Stock Purchase Agreement is terminated in accordance with its terms (any such event being a “Mandatory Redemption Event”), the Priority Company will redeem all of Payments on any Payment the Notes (the “Special Mandatory Redemption”) at a price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest from the Issue Date to, but not including, the Special Mandatory Redemption Date (ias defined below). (b) during In addition, the Reinvestment PeriodNotes may also be redeemed, if at the Collateral Manager Company’s option, in its sole discretion notifies the Trustee whole, but not in part, at least five (5) Business Days any time prior to May 12, 2016, if, in the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion reasonable judgment of the funds then in Company, the Collection Account that are to Vitro Acquisition will not be invested in additional Collateral Obligations or consummated by May 12, 2016 (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Optional Redemption”). On , at a price equal to 100% of the first Payment principal amount of the Notes plus accrued and unpaid interest from the Issue Date following to, but not including, the Collection Period in date on which such notice is given Special Optional Redemption occurs. (c) Notice of the occurrence of a Mandatory Redemption Event or the exercise of a Special Optional Redemption, as applicable, will be delivered by the Company (a “Special Redemption DateNotice”)) within one Business Day and not later than 11:00 A.M. New York City time on such Business Day (or such other time of day acceptable to the Trustee which will permit it to give the notice referred to in the first sentence of Section 3.09(d) hereunder) following the occurrence of a Mandatory Redemption Event or the determination by the Company to exercise the Special Optional Redemption to the Trustee and the Escrow Agent. (d) Concurrently with the delivery of the Special Redemption Notice with respect to a Mandatory Redemption, the amount in Company will instruct the Collection Account representingTrustee to, as applicableat the Company’s expense, either (i) Principal Proceeds deliver on the date the Special Redemption Notice is delivered, to each Holder’s registered address or, for Notes which are represented by Global Securities held by the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Depositary, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described procedures of the Depositary, a notice that a Special Mandatory Redemption will occur (such notice to contain the applicable information set forth in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in 3.03 hereunder). On the case date that is three Business Days after delivery by the Trustee of this clause (ii)such notice of a Special Mandatory Redemption to Holders, only to the extent that Company will consummate the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied Special Mandatory Redemption (the applicable amount payable under clause (i) or (ii)date of such redemption, the “Special Mandatory Redemption AmountDate”). (e) Notice that a Special Optional Redemption will occur shall be applied delivered to Holders in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencySection 3.03.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes rated by it (in each of (i) and (ii)case, a “"Special Redemption”"). On the first Payment Date after the Closing Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in the case of a “Special Redemption described in clause (ii) above) (any such initial date a "Special Redemption Date”"), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied rated by it (the applicable amount payable under clause (i) or (ii)such amount, the “a "Special Redemption Amount”") will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the initial applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s Hxxxxx's facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E11.1(a)(ii)(G), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(G) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and to the Rating Agency. In addition, for so long as any Listed Notes are listed on TISE and so long as the guidelines of such exchange so require, notice of Special Redemption shall also be given to the Holders of the Listed Notes by publication on TISE.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E11.1(a)(ii)(G), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(I) and Section 11.1(a)(ii)(C11.1(a)(ii)(E) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made made, in part whole or in part, on any Payment Date in accordance with the Priority of Payments on any Payment Date (iwhether during or after the Non-Call Period) during the Reinvestment Periodif, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate the Portfolio Manager, if the Collateral Manager at its sole discretion, notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date Xxxxx'x Rating Condition and/or to cause S&P Conditions or (B) obtain from S&P its to provide written confirmation (which may take the form of a press release or other written communication) of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “"Special Redemption”"). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “"Special Redemption Date”), ") the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) representing all Interest Proceeds and all other Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Priority of Payments for application in accordance with the Secured Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in an amount sufficient to satisfy the case of this clause (ii), only Xxxxx'x Rating Condition and/or to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated cause S&P to the purchase of additional Collateral Obligations) until the Issuer obtains provide written confirmation from S&P (which may take the form of the a press release or other written communication) of its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied pursuant to Section 7.18(e) (the applicable amount payable under clause (i) or (ii), the “a "Special Redemption Amount”) "), as applicable, will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) one Business Days Day prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, prepaid and to each Holder of Securities Notes affected thereby at such Holder’s 's facsimile number, email address or mailing address in the Note Register (andand to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the Holders of such Listed Notes shall also be given by the Issuer or, upon Issuer Order, in the case name and at the expense of Global Notesthe Co-Issuers, delivered to Noteholders by electronic transmission to DTC) or publication on the Share Register, as applicable, and to Irish Stock Exchange via the Rating AgencyCompanies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clauses (ii) or (iii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations Obligations, (ii) prior to the Effective Date, if the Collateral Manager elects to direct a Special Redemption to the extent necessary to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Effective Date Moody’s Condition has been satisfied, (2) obtain from Moody’s written confirmation of its Initial Rating of the Class A Notes, or (ii3) obtain written confirmation of its Initial Ratings of the Notes from S&P, (iii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (each of provided, such confirmation from Xxxxx’x is not required if the Effective Date Moody’s Condition has been satisfied) to the extent necessary to satisfy such condition, or (iiv) and (ii), if a “Special Redemption”)Retention Deficiency exists to the extent necessary to reduce such Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account and/or Exposure Funding Account representing, as applicable, either (ix) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (iiy) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsPayments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of its Initial Ratings of the Notes (provided, such confirmation from Xxxxx’x is not required if the Effective Date Moody’s Condition has been satisfied), or (z) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clauses (ii) or (iii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Rating AgencyIrish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be sent by the Trustee to the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee Collateral Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Co-Issuers (or the Collateral Manager on the Issuer’s behalf) to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings initial ratings of the Secured Notes Debt (provided such confirmation is not required if the S&P Deemed Rating Confirmation has occurred or the Effective Date Condition has been satisfied) to the extent necessary to satisfy such condition, or (iii) if a Retention Deficiency exists, to the extent necessary to reduce such Retention Deficiency to zero (each of (i), (ii) and (ii), iii) a ““ Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt (provided such confirmation is not required if the S&P Deemed Rating Confirmation has occurred or the Effective Date S&P Conditions have Condition has been satisfied (the applicable amount payable under clause (i) satisfied), or (ii)iii) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, the a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee Collateral Agent not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in as it appears on the Note Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Loan Register, as applicable, and to the each Rating Agency.

Special Redemption. Principal payments (a) In accordance with and for purposes of Section 5.2(e) hereof, the 2024B Bonds are subject to special redemption prior to maturity, in whole or in part, at any time on or before October 1, 2027 pursuant to an Authority Request filed with the Secured Notes shall Trustee stating that the Authority no longer reasonably expects to apply the amount to be made transferred for the purposes stated in part Section 5.2(b) hereof (or such later date as may be selected in accordance with Section 5.2(e) hereof) upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Priority Aggregate Principal Amount of Payments on the 2024B Bonds or portions thereof to be so redeemed, together with accrued interest to the date of redemption, from amounts transferred to the 2024 Series B Subaccount of the Class I Special Redemption Account from any Payment Date unexpended proceeds of the 2024B Bonds in the 2024 Series B Restricted Loan Subaccount. (ib) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies The 2024B Bonds are subject to special redemption prior to maturity pursuant to an Authority Request filed with the Trustee confirming that such redemption is consistent with the most recently filed Cash Flow Statement, in whole or in part, at least five (5) Business Days prior any time, upon notice as provided in Section 3.4 of this Series Indenture, at a Redemption Price equal to 100% of the Aggregate Principal Amount of the 2024B Bonds or portions thereof to be so redeemed, together with accrued interest to the applicable date of redemption from and to the extent there are moneys and/or Investment Securities in the 2024 Series B subaccount of the Class I Special Redemption Date that it has been unable, for a period of at least twenty Account (20other than as described in paragraph (a) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by above) and/or in the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion 2024 Series B subaccount of the funds then in the Collection Account that are Revenue Fund and available to be invested in additional Collateral Obligations transferred to the 2024 Series B subaccount of the Class I Special Redemption Account on or (ii) after before the Effective Date, if the Collateral Manager notifies the Trustee day that a notice of redemption is required given pursuant to Section 7.18 3.4 hereof, but not including moneys or Investment Securities in order to (A) satisfy such subaccounts from the Effective Date S&P Conditions proceeds of refunding bonds or (B) obtain from S&P its written confirmation of its Initial Ratings other moneys of the Secured Notes Authority deposited into the Revenue Fund pursuant to the last sentence of Section 4.6(a) of the Master Indenture. (each of (ic) and (ii)The 2024B-1 Bonds are subject to special redemption prior to maturity, a “Special Redemption”). On the first Payment Date following the Collection Period in which such whole or in part, upon notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described provided in Section 11.1(a)(ii)(E)3.4 of this Series Indenture, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied at a Redemption Price equal to pay principal 100% of the Secured Notes in accordance Aggregate Principal Amount of the 2024B-1 Bonds or portions thereof to be so redeemed, together with accrued interest to the Note Payment Sequence as described in Section 11.1(a)(i)(F) date of redemption, if and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does Willow Park Risk Share Program Loan has not direct been finally endorsed for insurance by the Federal Housing Administration under Section 542(c) of the Housing and Community Development Act of 1992, as amended, by the Risk-Share Insurance Delivery Date (or such later date to which the Authority may consent in writing). The Authority may extend the applicable special redemption date by providing an Authority Request filed with the Trustee of any extension of such special redemption date, provided that the Interest Proceeds and Principal Proceeds Borrower may be allocated required at the direction of the Authority to deposit funds for the credit of the 2024 Series B subaccount of the Negative Arbitrage Account in an amount, taking into account amounts already on deposit therein, sufficient to pay interest due on the 2024B-1 Bonds to the purchase extended special redemption date (the “Extension Deposit”). Extension Deposits may continue to be made by or on behalf of additional Collateral Obligations) the Borrower until the Issuer obtains written confirmation from S&P Risk-Share Insurance Delivery Date occurs or the Borrower declines to make an Extension Deposit resulting in the special redemption, at the direction of the Initial Ratings Authority, pursuant to Section 3.3(a) hereof; provided, however, the special redemption date may not be extended unless prior to any extension there shall be filed with the Trustee and the Authority an opinion of Bond Counsel to the effect that such extension will not adversely affect the exclusion of interest on the 2024B-1 Bonds from gross income for federal income tax purposes. The cost of such opinion shall be the sole obligation and responsibility of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencyBorrower.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency. In addition, for so long as any Listed Notes are listed on TISE and so long as the guidelines of such exchange so require, notice of Special Redemption shall also be given to the Holders of the Listed Notes by publication on TISE.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 7.17 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), (a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in clause (E) of Section 11.1(a)(ii)(E11.1(a)(ii), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in clause (G) of Section 11.1(a)(i)(F11.1(a)(i) and clause (CD) of Section 11.1(a)(ii)(C11.1(a)(ii) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on (1) Upon the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion occurrence of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each earlier of (i) if the AVEX acquisition has not occurred, February 15, 2000 and (ii) the termination of the Stock Purchase Agreement (each an "AVEX Acquisition Event"), each holder of Securities will have the right, in accordance with this Section 4.09 and Section 3.09 hereof, to require the Company to repurchase all of such holder's Securities pursuant to the terms of an offer made as provided in Section 3.09 (the "Special Redemption Offer") at a “purchase price equal to 101% of the principal amount thereof (the "Special Redemption”Redemption Price"). On , plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the first Special Redemption Payment Date (the aggregate amount to be paid to all holders of Securities, the "Special Redemption Payment"). (2) The terms of the Stock Purchase Agreement shall not be amended or modified after the Closing Date, in each case except for such changes that would not have any material adverse effect on the holders of the Securities. (b) If after the Special Redemption Payment Date, less than 10% of the original aggregate principal amount of the Securities remains outstanding, the Company may, at its option, redeem the remaining Securities, in whole, but not in part, at a price equal to the Special Redemption Price, plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for their redemption by the Company (such date to be a date no later than 30 days following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in "Company Special Call Date" and such payment, the Collection Account representing, as applicable, either (i) Principal Proceeds which "Company Special Call Payment"); provided that subject to the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case provisions of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (iib), the “Special Redemption Amount”) will be applied provisions of Sections 3.03, 3.04 and 3.05 shall apply to such redemption; provided further, that the notices to holders and the Trustee specified in accordance with the Priority of Payments. Notice of a Special Redemption Section 3.03 shall be given by at least 20 days before the Company Special Call Date. (c) If the AVEX acquisition occurs on or prior to February 15, 2000, the Company shall furnish to the Trustee not less than three and the Escrow Agent an Officer's Certificate specifying the occurrence of such event and also specifying compliance with Section 4.09 (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agencya)(2).

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings initial ratings of the Secured Rated Notes (unless the Effective Date Condition has been satisfied) (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in the case of a Special Redemption described in clause (ii) above) (any such initial date a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the Initial Ratings initial ratings of the Secured Rated Notes or (provided that such confirmation is not required if the Effective Date S&P Conditions have Condition has been satisfied satisfied) (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “"Special Redemption”"). On the first Payment Date following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(G) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “"Special Redemption Amount”") will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments Distributions on any Payment Date Business Day (iA) during the Reinvestment Period, if the Collateral Portfolio Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Portfolio Manager in its sole discretion and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of if a Retention Deficiency exists, to the Secured Notes extent necessary to reduce such Retention Deficiency to zero (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Distribution Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either representing (i1) Principal Proceeds which the Collateral Portfolio Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied necessary to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) reduce any outstanding Retention Deficiency to zero (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the “Special Redemption Amount”) will ), as the case may be, shall be applied in accordance with the Priority of PaymentsDistributions under Section 11.1(a)(ii). Notice of a Special Redemption payments pursuant to this Section 9.7 shall be given by the Trustee as soon as reasonably practicable, and in any case not less than three (3) Business Days prior to the applicable Special Redemption Date (xprovided, that such notice shall not be required in connection with a Special Redemption pursuant to clause (B) by email transmission, of the definition of such term if available, and otherwise by facsimile, if available, the Special Redemption Amount is not known on or (yprior to such date) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTCRegister) or the Share Register, as applicable, and to the Rating Agency. In addition, for so long as any Notes are listed on the Cayman Islands Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the Holders of such Notes shall also be given by the Issuer to the listing agent or listing advisor in the Cayman Islands in the name and at the expense of the Co-Issuers, to the Cayman Islands Stock Exchange.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date Business Day (i) during the Reinvestment Period, Period if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (provided such confirmation from Mxxxx’x is not required if the Moody’s Effective Date Deemed Rating Confirmation has occurred and such confirmation from S&P shall only be required if any Notes rated by S&P are then Outstanding) (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P each of the Rating Agencies of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be given by the Issuer to Noteholders by publication on the Irish Stock Exchange via the Companies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “"Special Redemption”"). On the first Payment Date following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(I) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “"Special Redemption Amount”") will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion good faith notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date (or such lesser period as shall be acceptable to the Trustee) that it has been unable, for a period of at least twenty (20) 90 consecutive Business Daysdays, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which that the Collateral Manager has determined cannot be reinvested been unable to reinvest in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal in accordance with the Priority of Payments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii)such amount, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the both Rating AgencyAgencies.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “"Special Redemption”"). On the first Payment Date following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “"Special Redemption Amount”") will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion good faith notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 90 consecutive Business Daysdays, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which that the Collateral Manager has determined cannot be reinvested been unable to reinvest in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal in accordance with the Priority of Payments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii)such amount, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the both Rating AgencyAgencies.

Special Redemption. Principal payments (a) If the Company has not consummated the tender offer for at least a majority of the common stock of New West on or prior to the Special Redemption Notice Date and delivered an Officers' Certificate stating that such tender offer has been effected in all material respects on the Secured Notes terms and conditions contemplated by the Merger Agreement and as disclosed in the Offering Memorandum, the Company shall be made in part in accordance with required to effect the Priority Special Redemption on or prior to the Special Redemption Date at an aggregate redemption price equal to 100% of Payments on any Payment Date the principal amount of the Securities, plus accrued and unpaid interest to the date of redemption (the "Special Redemption Price"). (b) If the Officers' Certificate contemplated by paragraph (a) of this Section has not been previously delivered to the Trustee, upon the earlier to occur of (i) during the Reinvestment Period, if notice given by the Collateral Manager in its sole discretion notifies Company of the Trustee at least five (5) Business Days prior Special Redemption pursuant to the applicable Special Redemption Date that it has been unable, for a period last paragraph of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations Section 3.01 or (ii) the Special Redemption Notice Date: (i) Within five days after the Effective Special Redemption Notice Date, if the Collateral Manager notifies the Trustee shall mail a notice in compliance with Section 3.04 hereof (the "Special Redemption Notice") to the holders of the Notes stating that a redemption is required pursuant the Notes shall be redeemed on the Special Redemption Date at the Special Redemption Price, and shall state that the Notes must be surrendered to Section 7.18 the Trustee as paying agent in order to (A) satisfy collect the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings Special Redemption Price, it being acknowledged and agreed that the failure of the Secured Notes (each Company to deliver the Officers' Certificate contemplated by Section 4.21(a) by 5:00 P.M., New York time, on November 30, 1998 shall be a request for the Trustee to give the Special Redemption Notice to the holders of (i) and the Notes; and (ii)) The Company shall, a “Special Redemption”). On on or prior to the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance deposit with the Note Payment Sequence Trustee as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in paying agent an amount of funds such that on the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, the Trustee shall have immediately available funds to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in pay the Register (and, in the case of Global Notes, delivered by electronic transmission Special Redemption Price for all outstanding Notes to DTC) or the Share Register, as applicable, and to the Rating Agency.be redeemed. SUCCESSOR CORPORATION

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the a "Special Redemption"). The Collateral Manager notifies the Trustee that has no obligation to cause a redemption is required pursuant Special Redemption to Section 7.18 occur, however, regardless of any inability or failure to reinvest in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation additional Collateral Obligations for any period of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”)time. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either (i) representing Principal Proceeds which (such amount, the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations "Special Redemption Amount") will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal the Priority of the Secured Notes Payments in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsSequence. Notice of a payments pursuant to this Section 9.6 (Special Redemption Redemption) shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s 's facsimile number, email address or mailing address in the Register (and, as specified in Section 14.3 (Notices, etc., to Collateral Trustee, the case of Global NotesLoan Agent, delivered by electronic transmission to DTC) or the Share RegisterIssuers, as applicablethe Collateral Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and the Rating Agency), 199 to the Rating Agency.. In addition, notice of Special Redemption to the Holders of any Listed Debt shall also be given by publication on any Active Exchange via the Companies Announcement Office

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption (or prepayment) is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(G) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the a "Special Redemption"). The Collateral Manager notifies the Trustee that has no obligation to cause a redemption is required pursuant Special Redemption to Section 7.18 occur, however, regardless of any inability or failure to reinvest in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation additional Collateral Obligations for any period of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”)time. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “"Special Redemption Date”"), the amount in the Collection Account representing, as applicable, either (i) representing Principal Proceeds which (such amount, the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations "Special Redemption Amount") will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal the Priority of the Secured Notes Payments in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsSequence. Notice of a payments pursuant to this Section 9.6 (Special Redemption Redemption) shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s 's facsimile number, email address or mailing address in the Register (and, as specified in Section 14.3 (Notices, etc., to Collateral Trustee, the case of Global NotesLoan Agent, delivered by electronic transmission to DTC) or the Share RegisterIssuers, as applicablethe Collateral Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, each Hedge Counterparty and the Rating Agency), to the Rating Agency.. In addition, notice of Special Redemption to the Holders of any Listed Debt shall also be given by publication on any Active Exchange via the Companies Announcement Office

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clauses (ii) or (iii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations Obligations, (ii) if the Collateral Manager elects to direct a Special Redemption to the extent necessary to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Xxxxx’x that the Effective Date Xxxxx’x Condition has been satisfied or (ii2) obtain from Xxxxx’x written confirmation of its Initial Ratings of the Notes, (iii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P Xxxxx’x its written confirmation of its Initial Ratings of the Secured Notes (each of provided such confirmation is not required if the Effective Date Xxxxx’x Condition has been satisfied) to the extent necessary to obtain such confirmation, or (iiv) and (ii), if a “Special Redemption”)Retention Deficiency exists to the extent necessary to reduce such Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsPayments on each Payment Date until the Issuer obtains confirmation from Xxxxx’x of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Xxxxx’x Condition has been satisfied), or (iii) Principal Proceeds necessary to reduce any outstanding Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clauses (ii) or (iii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to Xxxxx’x. In addition, for so long as any Listed Notes are listed on the Rating AgencyIrish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be sent by the Trustee to the Irish Stock Exchange.

Special Redemption. Principal payments on ‌ 11.6.1 Following the Secured Notes shall be made in part in accordance with occurrence of an Equity Listing Event or Change of Control Event, the Priority of Payments on Issuer may, subject to the proviso below, at any Payment time from (but excluding) the First Issue Date up to (but excluding) the First Call Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five on no less than ten (510) Business Days Day’s prior written notice to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by Noteholders redeem the Collateral Manager Notes in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)whole, or (ii) Interest Proceeds on no less than thirty (30) days’ and Principal Proceeds available therefor will be applied no more than sixty (60) days’ prior written notice to pay principal the Noteholders and the Agent make a partial redemption of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) Nominal Amount (but in the case of this clause (iipro rata on all outstanding Notes), only to the extent provided that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P at least 60 per cent. of the total Initial Ratings Nominal Amount of Notes issued remains outstanding after such redemption, in each case at a price equal to 105.625 per cent. of the Secured Notes or the Effective Date S&P Conditions have been satisfied Nominal Amount plus accrued but unpaid interest (the applicable amount payable under clause (i) or (ii), the “Special Redemption AmountOption”), provided that (a) in relation to a Change of Control only, the Issuer may only exercise the Special Redemption Option if the related notice includes (A) a mention of the Issuer’s decision to exercise the Special Redemption Option, (B) whether the Special Redemption Option will be applied in accordance full or in part, and (C) if in part, the maximum proportion of the Notes the Issuer will use the Special Redemption Option to redeem (in aggregate with the Priority total Nominal Amount of Payments. Notice the Notes redeemed in connection with the put option relating to such Change of Control), and (b) such redemption shall take place within sixty-five (65) days of the date of (i) the closing of the relevant Equity Listing Event and/or (ii) the occurrence of the relevant Change of Control, as the case may be. 11.6.2 The above mentioned notice shall specify the Redemption Date and also the Record Date on which a Special Redemption person shall be given by registered as a Noteholder to receive the Trustee not less than three amounts due on such Redemption Date. Such notice is irrevocable but may, at the Issuer’s discretion, contain one or more conditions precedent. Upon fulfilment of the conditions precedent (3) Business Days prior if any), the Issuer is bound to redeem the Notes in part at the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address amount specified in the Register relevant notice (and, if any) on the specified Redemption Date. The applicable amount shall be an even amount in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencySEK.

Special Redemption. Principal payments on the Secured Notes shall be made in part by the Issuer in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion in accordance with the Collateral Manager Standard and which would satisfy meet the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined in its sole discretion in accordance with the Collateral Manager Standard cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)clause (D) of the Priority of Principal Proceeds, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(Fclause (H) of the Priority of Interest Proceeds and Section 11.1(a)(ii)(Cclause (B) of the Priority of Principal Proceeds (but in the case of this clause (ii)the Priority of Principal Proceeds, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date Business Day (i) during the Reinvestment Period, Period if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P each of the Initial Ratings Rating Agencies of the Secured initial ratings of the Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Rating AgencyIrish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be given by the Issuer to Noteholders by publication on the Irish Stock Exchange via the Companies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part by the Issuer in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion in accordance with the Collateral Manager Standard and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined in its sole discretion in accordance with the Collateral Manager Standard cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)clause (D) of the Priority of Principal Proceeds, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(Fclause (H) of the Priority of Interest Proceeds and Section 11.1(a)(ii)(Cclause (B) of the Priority of Principal Proceeds (but in the case of this clause (ii)the Priority of Principal Proceeds, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion in accordance with the Collateral Manager Standard and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined in its sole discretion in accordance with the Collateral Manager Standard cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)clause (D) of the Priority of Principal Proceeds, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(Fclause (EF) of the Priority of Interest Proceeds and Section 11.1(a)(ii)(Cclause (B) of the Priority of Principal Proceeds (but in the case of this clause (ii)the Priority of Principal Proceeds, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee and the Loan Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Collateral Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt rated by it (in each of (i) and (ii)case, a “"Special Redemption”"). On the first Payment Date after the Closing Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (any such initial date a “"Special Redemption Date”"), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied Debt rated by it (the applicable amount payable under clause (i) or (ii)such amount, the “"Special Redemption Amount”") will be available to be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Collateral Trustee and the Loan Agent not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the initial applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s Hxxxxx's facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective DateDate unless the Effective Date Condition is satisfied, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in the case of a Special Redemption described in clause (ii) above) (any such initial date a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the each Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during after the end of the Non-Call Period and prior to the end of the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the applicable Secured Notes Debt (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) if the Effective Date has occurred, Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the Initial Ratings its initial ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied Debt (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Loan Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee and the Loan Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee and the Loan Agent that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt (each of (i) and (ii), a “(a “Special Redemption””). On the first Payment Date following the Collection Period in which such notice is given (a ““Special Redemption Date””), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in clause (E) of Section 11.1(a)(ii)(E11.1(a)(ii), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in clause (F) of Section 11.1(a)(i)(F11.1(a)(i) and clause (C) of Section 11.1(a)(ii)(C11.1(a)(ii) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes Debt or the Effective Date S&P Conditions have been satisfied (such amount, a “(the applicable amount payable under clause (i) or (ii)payable, the “Special Redemption Amount””) will be applied in accordance with the Priority of Payments. Notice of a payments pursuant to this Section 9.6a Special Redemption shall be given by the Collateral Trustee and the Loan Agent not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal in accordance with the Priority of Payments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii)such amount, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of payments pursuant to this Section 9.6 shall be given not less than (x) in the case of a Special Redemption shall be given by the Trustee not less than described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the applicable Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (andand to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be given by the Issuer or, upon Issuer Order, by the Irish Paying Agent in the case name and at the expense of Global Notesthe Issuer, delivered to Noteholders by electronic transmission to DTC) or publication on the Share Register, as applicable, and to Irish Stock Exchange via the Rating AgencyCompanies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in at its sole discretion notifies the Issuer and the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations (a “Reinvestment Special Redemption”) or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee and the Collateral Administrator that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (an “Effective Date Special Redemption” and each of (i) an Effective Date Special Redemption and (ii)a Reinvestment Special Redemption, a “Special Redemption”). On the first Payment With respect to an Effective Date following the Collection Period in which such notice is given (a “Special Redemption, on each Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) representing Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. With respect to a Reinvestment Special Redemption, on the Special Redemption Date, the amount in the Collection Account representing Principal Proceeds which the Collateral Manager has determined (with notice to the Trustee and the Collateral Administrator) cannot be reinvested in additional Collateral Obligations (such amount, the “Special Redemption Amount”), will be applied as described in the Priority of Payments in accordance with the Note Payment Sequence. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Co-Issuers or, upon an Issuer Order, the Trustee in the name and at the expense of the Co-Issuers, not less than three (3x) in the case of a Reinvestment Special Redemption, five days prior to the applicable Special Redemption Date and (y) in the case of an Effective Date Special Redemption, two Business Days prior to the applicable Special Redemption Date (x) Date, in each case by email transmission, if available, and otherwise by facsimile, if available, transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such HolderXxxxxx’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating AgencyAgency then rating a Class of Secured Notes.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E11.1(a)(ii)(G), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(I) and Section 11.1(a)(ii)(C11.1(a)(ii)(E) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part by the Issuer in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Collateral Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion in accordance with the Collateral Manager Standard and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Collateral Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined in its sole discretion in accordance with the Collateral Manager Standard cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)clause (F) of the Priority of Principal Proceeds, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes Debt in accordance with the Note Debt Payment Sequence as described in Section 11.1(a)(i)(Fclause (H) of the Priority of Interest Proceeds and Section 11.1(a)(ii)(Cclause (B) of the Priority of Principal Proceeds (but in the case of this clause (ii)the Priority of Principal Proceeds, only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Collateral Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F11.1(a)(i)(G) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates unless the Collateral Manager withdraws such notice) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) representing Principal Proceeds which that the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)(such amount, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Collateral Manager (who shall forward such notice to both Rating AgencyAgencies). In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be given by the Issuer or, upon Issuer Order, by the Irish Paying Agent in the name and at the expense of the Issuer, to Noteholders by publication on the Irish Stock Exchange via the Companies Announcement Office.

Special Redemption. Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations Obligations, or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P each Rating Agency its written confirmation of its Initial Ratings of the Secured Notes (each of (i) or, with respect to Moody’s, to provide to Moody’s a Passing Report and (ii), a “Special Redemption”)to provide to the Trustee an Effective Date Accountants’ Report. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of PaymentsPayments on each Payment Date until the Issuer obtains confirmation from each of the Rating Agencies of the initial ratings of the Notes (or, with respect to Moody’s, provides to Moody’s a Passing Report and provides to the Trustee an Effective Date Accountants’ Report) (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Notes affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to both Rating Agencies. In addition, for so long as any Listed Notes are listed on the Rating AgencyIrish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Listed Notes shall also be sent by the Trustee to the Irish Listing Agent for release through the Companies Announcements Office of the Irish Stock Exchange.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date or, with respect to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee (and each applicable Loan Agent, if applicable) at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or Obligations, (ii) after the Effective Date, if the Collateral Manager notifies elects to direct a Special Redemption to the Trustee that a redemption is required pursuant extent necessary to Section 7.18 in order enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (A1) satisfy confirm to S&P that the Effective Date S&P Conditions Condition has been satisfied or (B2) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes Debt, or (each of (iiii) and (ii), a “Special Redemption”)if an EU/UK Retention Deficiency exists to the extent necessary to reduce such EU/UK Retention Deficiency to zero. On the first Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (ix) Principal Proceeds which that the Collateral Manager has determined (with written notice to the Trustee and the Collateral Administrator) cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E)Obligations, or (iiy) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the its Initial Ratings of the Secured Notes or Debt (provided such confirmation is not required if the Effective Date S&P Conditions have Condition has been satisfied satisfied), or (the applicable amount payable under z) Principal Proceeds necessary to reduce any outstanding EU/UK Retention Deficiency to zero (such amount, a “Special Redemption Amount”). In addition, in connection with a redemption pursuant to clause (i) or (ii), the Collateral Manager on the Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable amount paid as a redemption thereunder, also a “Special Redemption Amount”) will be applied in accordance with the Priority of Payments). Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given provided by the Trustee (and each applicable Loan Agent, if applicable) in the name and at the expense of the Issuer not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Note Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Loan Register, as applicable, and to S&P. In addition, so long as any Class of Debt is listed on Euronext Dublin and so long as the Rating Agencyguidelines of such exchange so require, the notice of redemption to the Holders of such Debt shall also be sent to Euronext Dublin.

Special Redemption. Principal payments on the Secured Notes Debt shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee Trustee, the Collateral Agent and the Loan Agent at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee Trustee, the Collateral Agent and the Loan Agent that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings initial ratings of the Secured Notes Debt (unless the Effective Date Condition has been satisfied) (in each of (i) and (ii)case, a “Special Redemption”). On the first Payment Date (and all subsequent Payment Dates) identified by the Collateral Manager for the Special Redemption (in the case of a Special Redemption described in clause (i) above) or Payment Date (and all subsequent Payment Dates) following the Collection Period in which such notice is given (in the case of a Special Redemption described in clause (ii) above) (any such initial date a “Special Redemption Date”), the amount in the Collection Account representing, representing as applicable, applicable either (i1) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii2) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Priority of Payments on each Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) Date until the Issuer obtains written confirmation from S&P of the Initial Ratings initial ratings of the Secured Notes or Debt (provided that such confirmation is not required if the Effective Date S&P Conditions have Condition has been satisfied satisfied) (the applicable amount payable under clause (i) or (ii)such amount, the a “Special Redemption Amount”) will be available to be applied in accordance with the Priority of Payments. Notice of a Special Redemption payments pursuant to this Section 9.6 shall be given by the Trustee not less than (x) in the case of a Special Redemption described in clause (i) above, three (3) Business Days prior to the applicable Special Redemption Date and (xy) by email transmissionin the case of a Special Redemption described in clause (ii) above, if availableone Business Day prior to the Special Redemption Date, and otherwise in each case by facsimile, if available, email transmission or (y) by first class mail, postage prepaid, to each Holder of Securities Secured Debt affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.