Common use of Tax Redemption Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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