Common use of Clean-Up Call Redemption Clause in Contracts

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Collateral Trustee, with a copy to the Loan Agent, the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a "Clean-Up Call Redemption"), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Issuer, the Collateral Manager shall have furnished to Trustee and the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager Loan Agent on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the "Clean-Up Call Purchase Price") payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Collateral Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be received satisfies clause (i). Upon receipt by the Collateral Trustee of the certification referred to in the preceding sentence, the Collateral Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Collateral Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeCollateral Trustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Collateral Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Debt to be redeemed at such holder’s Holder's address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgencies and, in the case of such direction delivered by the Issuer acting at least twenty (20) Business Days the direction of a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on its behalf) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency Agencies not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agencies and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer, the Collateral Trustee, the Rating Agencies and, in the case of such direction delivered by the Issuer and acting at the Trusteedirection of a Majority of the Subordinated Notes, with a copy to the Rating Agency, at least twenty (20) Business Days Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption or prepayment by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Collateral Trustee on its behalf) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the any Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Collateral Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Collateral Trustee of the certification referred to in the preceding sentence, the Collateral Trustee (pursuant to written direction from, and at the expense of, the Issuer (or the Collateral Manager on its behalf)) and the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Collateral Trustee shall deposit such payment upon receipt into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeCollateral Trustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency Agencies not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Rating Agencies and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Collateral Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Debt to be redeemed or prepaid at such holderHolder’s address in the Register or Share the Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes Debt remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer Issuer, the Trustee and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days Agency not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice from the Collateral Manager directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on its behalf) will offer to the Collateral Manager and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard prior to distributions to the Administrative Expense Cap) prior to the payment Holders of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) the Market Value of such Assets being purchased, and (ii) the receipt by the Trustee from the Collateral Manager, prior to such purchase, of certification from the Collateral Manager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all calculations required by this Section 9.8(b)actions necessary to sell, assign and transfer the Assets upon payment in immediately available funds of the Clean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Secured Debt to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than service (or through the third Business Day prior to the related scheduled Redemption Dateapplicable procedures of DTC). (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten fifteen (1015) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer Issuer, the Collateral Trustee and the TrusteeLoan Agent, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption by the IssuersApplicable Issuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed and redeem all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of SecuritiesSecured Debt, at such Holder’s address in Register the register maintained by the registrar under this Indenture (and, in the case of Global Notes, delivered by electronic transmission to DTC), the Fiscal Agent (who will notify the Holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Loan Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee and the Loan Agent, as applicable, will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed at such holder’s address in the Register or Share Register, as applicableand the Fiscal Agent (who will notify the Holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement), by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer Issuers and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Trustee not later than 10 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 10 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of PaymentsPayments (without regard to the Administrative Expense Cap).

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of a Majority of the Collateral Manager Subordinated Notes, upon notice to the Issuer and Co-Issuers, the Trustee, the Collateral Agent and the Loan Agent, with a copy copies to the Rating Agency, at least twenty (20) 20 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption by the Co-Issuers, in whole but not in part, at the applicable Redemption PricePrices, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished certified to the Trustee evidence, in form satisfactory to the Trustee, Collateral Agent that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed and redeem all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption PricePrices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee Collateral Agent in a certificate of a Responsible Officer upon which the Trustee Collateral Agent can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b9.9(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b9.9(b). (c) Upon receipt from a Majority of the Collateral Manager Subordinated Notes of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Agent, the Loan Agent, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the such proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) 10 Business Days prior to the applicable such Redemption Date, to each Holder of SecuritiesDebt, at such Holder’s address in the Note Register or Loan Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable), and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may (or, if directed by a Majority of the Subordinated Notes shall) be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) Co-Issuers up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and Collateral Agent, the Rating Agency (if and the Secured Notes remain Outstanding) Collateral Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications certification as described in Section 9.8(b9.9(b) in form satisfactory to the TrusteeCollateral Agent. (e) The Trustee will give Collateral Agent shall forward notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Debt that were was to be redeemed at such holderHolder’s address in as it appears on the Note Register or Share Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with each Rating Agency and, in the case of such direction delivered by a copy to Majority of the Rating AgencySubordinated Notes, at least twenty (20) Business Days the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a "Clean-Up Call Redemption"), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the "Clean-Up Call Purchase Price") payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holder’s ▇▇▇▇▇▇'s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with each Rating Agency and, in the case of such direction delivered by a copy to Majority of the Rating AgencySubordinated Notes, at least twenty (20) Business Days the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Price of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgencies and, in the case of such direction delivered by the Issuer acting at least twenty (20) Business Days the direction of a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on its behalf) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency Agencies not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agencies and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the -164- Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer Issuer, the Trustee and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days Agency not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice from the Collateral Manager directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on its behalf) will offer to the Collateral Manager and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard prior to distributions to the Administrative Expense CapIssuer, minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) the Market Value of such Assets being purchased, and (ii) the receipt by the Trustee from the Collateral Manager, prior to such purchase, of certification from the Collateral Manager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all calculations required by this Section 9.8(b)actions necessary to sell, assign and transfer the Assets upon payment in immediately available funds of the Clean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Secured Debt to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed or prepaid, as applicable, at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or prepayment, as applicable) by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed (or prepaid, as applicable) pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed (or prepaid, as applicable) and redeem (or prepay, as applicable) all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes Debt remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty five (205) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen five (155) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten five (105) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were was to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 10 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day on or after the NonClean-Up Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountDate. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the Holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, minus (without regard c) all other Assets available for application in accordance with the Priority of Payments on the Redemption Date. The Issuer shall take all actions necessary to sell, assign and transfer the Assets to the Administrative Expense Cap) prior to the payment applicable holder of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible InvestmentsSubordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.5 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 5 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth one Business Day prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice Manager. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third one Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Issuer or the Collateral Manager in their sole discretion (which direction by the Collateral Manager shall be given so as to be received by the Issuer and Issuer, the Trustee, each Rating Agency (with a copy respect to S&P, only for so long as the Rating Agency, at least twenty Class A Notes and/or the Class B Notes are outstanding)) or in the case of the Issuer’s written direction (20) Business Days prior which direction shall be given so as to be received by the proposed Redemption DateCollateral Manager, the Secured Trustee, each Rating Agency (with respect to S&P, only for so long as the Class A Notes shall and/or the Class B Notes are outstanding)), the Notes will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything The Issuer may, or upon receipt of notice from the Collateral Manager directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on its behalf) will offer to the Collateral Manager, the holders of the Interests and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Notes, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Interests, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Interests, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption or after a direction in writing given by the Issuer to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if with respect to S&P, only for so long as the Secured Class A Notes remain Outstandingand/or the Class B Notes are outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Note Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to the Irish Listing Agent to deliver to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction Each Class of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the outstanding Secured Notes shall be subject to redemption redeemed by the IssuersIssuer, in whole but not in part, at the applicable Redemption Pricepart (a "Clean-Up Call Redemption"), on any Business Day the next Payment Date after the Non-Call Period that is at least 60 days following the date on which a Monthly Report is distributed reporting a Collateral Principal Amount that is less than 18.5% of the Aggregate Ramp-Up Par Amount (the "Report Date"); subject to the conditions described below, unless either the Collateral Manager has provided notice to the Issuer and the Trustee of its objection to such Clean-Up Call Redemption or a Majority of the Junior Subordinated Notes has provided notice to the Collateral Manager, the Issuer and the Trustee of its objection to such Clean-Up Call Redemption within 15 Business Days following the Report Date. The Trustee shall provide notice to the Collateral Manager and the Holders of Subordinated Notes when a Report Date occurs. If either the Collateral Manager or a Majority of the Junior Subordinated Notes successfully objects to a Clean-Up Call Redemption (a "Clean-Up Call Rescission"), then either the Collateral Manager or a Majority of the Junior Subordinated Notes, upon notice to the Issuer, the Trustee and the Collateral Manager or the Junior Subordinated Notes (as applicable), may reinstate the Clean-Up Call Redemption such that it will occur on the next Payment Date that is at least 60 days following the date of reinstatement so long as the Collateral Principal Amount is less than 1018.5% of the Target Initial Aggregate Ramp-Up Par Amount; provided that if the Collateral Manager provides notice of reinstatement of the Clean-Up Call Redemption and a Majority of the Junior Subordinated Notes provides notice to the Collateral Manager, the Issuer and the Trustee of its objection to such Clean-Up Call Redemption within 15 Business Days of such notice of reinstatement, then the Clean-Up Call Redemption shall not be reinstated. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together In connection with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, as long as no Clean-Up Call Rescission is effected, the Issuer will shall set the related date of redemption (the "Clean-Up Call Redemption Date Date") and the Record Date for any redemption pursuant to this Section and give written notice thereof to the Trustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agencies not later than fifteen 15 Business Days prior to the proposed date of redemption (and the Trustee in turn shall, in the name and at the expense of the Co-Issuers, notify the holders of Notes of the Clean-Up Call Redemption Date, the applicable Record Date, that the Secured Notes shall be redeemed in full, and the Redemption Prices to be paid, at least 10 Business Days prior to the Clean-Up Call Redemption Date). So long as any Secured Notes are listed on the Irish Stock Exchange and the guidelines of such exchange so require, the Trustee at the direction of the Issuer shall also provide notice of such Clean-Up Call Redemption to the Irish Stock Exchange. (c) Promptly after the Issuer has notified the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency Agencies of the Clean-Up Call Redemption Date, and as long as no Clean-Up Call Rescission is effected, the Issuer (or the Trustee on its behalf) will offer the Collateral Manager, the holders of the Junior Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not later less than fifteen the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (15i) Business Days the sale of the Collateral Obligations by the Issuer to the highest bidder therefor pursuant to the immediately preceding sentence on or prior to the proposed third Business Day immediately preceding the related Clean-Up Call Redemption Date. A notice , for a purchase price in Cash (the "Clean-Up Call Purchase Price") payable prior to or on the Clean-Up Call Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all other amounts owing by the Issuer on the date of such redemption will be given by emailthat are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, if availableminus (c) all other Assets available for application in accordance with the Priority of Payments on the Redemption Date and (2) the Market Value of such Assets being purchased, and (ii) the receipt by first-class mailthe Trustee from the Collateral Manager, postage prepaidprior to such purchase, mailed not later than ten of certification from the Collateral Manager that the sum to be received satisfies clause (10i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) Business Days prior and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable Redemption Date, to each Holder holder of Securities, at such Holder’s address in Register (and, in the case of Global Subordinated Notes, delivered by electronic transmission to DTC) the Collateral Manager or such other Person upon payment in immediately available funds of the Share Register, as applicable, and Clean-Up Call Purchase Price. The Trustee shall deposit such payment into the Rating Agencyapplicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) any day up to and including the day that is two (and including2) the fourth Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agencies and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holder’s Holder's address in the Register or Share Note Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to the Irish Listing Agent to deliver to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require. (fe) On the Clean-Up Call Redemption Date related to any Clean-Up Call Redemption, the Clean-Up Call Purchase Price, along with all other amounts available for distribution on the related Clean-Up Call Redemption Price for the Secured Notes will Date, shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) (a) At the written direction of the Collateral Manager to the Issuer Issuer, the Collateral Trustee and the TrusteeLoan Agent, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersApplicable Issuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of SecuritiesSecured Debt, at such Holder’s address in Register the register maintained by the registrar under this IndentureRegister (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Fiscal Agent (who will notify the Holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement)Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Loan Agent, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee and the Loan Agent, as applicable, will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register and, the Fiscal Agent (who will notify the Holders of the Subordinated Securities in accordance with the Fiscal Agency Agreement)Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer and, the Trustee and the TrusteeLoan Agent, with a copy to the Rating Agencyas applicable, at least twenty (20) not later than 15 Business Days prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b).USActive 57779863.5-193- (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral AdministratorLoan Agent, as applicable, the Collateral Manager and the Rating Agency S&P not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) S&P only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of Payments.Payments (without regard to the Administrative Expense Cap). ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES Section 10.1

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed (or prepaid, as applicable) and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed or prepaid, as applicable, at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer Issuer, the Loan Agent and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or prepayment, as applicable), by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed (or prepaid, as applicable), pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed (or prepaid, as applicable) and redeem (or prepay, as applicable), all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remainremains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable), at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of SecuritiesDebt, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Debt that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer Issuer, the Trustee and the Trustee, with a copy to the Rating Agency, at least twenty (20) Loan Agent not later than 15 Business Days prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral AdministratorLoan Agent, the Collateral Manager and the Rating Agency S&P not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) S&P only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean- Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of Payments.Payments (without regard to the Administrative Expense Cap). ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES Section 10.1

Clean-Up Call Redemption. (a) At the written direction of a Majority of the Subordinated Notes, with the consent of the Depositor and the Collateral Manager Manager, to the Issuer Co-Issuers, the Loan Agent and the Trustee, with a copy copies to the each Rating Agency, at least twenty (20) 15 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or, in the case of the Class B-R Loans, prepayment) by the Co-Issuers, in whole but not in part, at the applicable Redemption PricePrices, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the TrusteeTrustee (which may include an officer’s certificate), that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption PricePrices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the sum of (x) the Redemption Price of the Secured NotesDebt and (y) all Administrative Expenses (without regard to the Administrative Expense Cap). Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from a Majority of the Subordinated Notes, with the consent of the Depositor and the Collateral Manager Manager, of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Loan Agent, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) Business Days 15 days prior to the such proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed provided not later than ten (10) Business Days nine days prior to the applicable such Redemption Date, to each Holder of SecuritiesHolder, at such Holder’s address in as it appears on the Note Register or the Loan Register, as applicable, (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable), and the each Rating Agency. (d) Any notice of a Clean-Up Call Redemption may (or, if directed by a Majority of the Subordinated Notes, shall) be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) Co-Issuers up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent Loan Agent, each Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) Collateral Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give shall forward notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed at such holderHolder’s address in as it appears on the Note Register or Share the Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption redemption, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer Issuer, the Trustee and the Trustee, with a copy to the Rating Agency, at least twenty (20) Loan Agent not later than 15 Business Days prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral AdministratorLoan Agent, the Collateral Manager and the Rating Agency S&P not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) S&P only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will be distributed pursuant to the Priority of Payments.and all other Interest Proceeds and Principal Proceeds available for

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty five (205) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen five (155) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten five (105) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were was to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of a Majority of the Preferred Shares, with the consent of the Depositor and the Collateral Manager Manager, to the Issuer and Co-Issuers, the Trustee, the Collateral Agent and the Loan Agent, with a copy copies to the each Rating Agency, at least twenty (20) 20 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption by the Co-Issuers, in whole but not in part, at the applicable Redemption PricePrices, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee Collateral Agent evidence, in form satisfactory to the TrusteeCollateral Agent, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed and redeem all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption PricePrices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee Collateral Agent in a certificate of a Responsible Officer upon which the Trustee Collateral Agent can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from a Majority of the Preferred Shares, with the consent of the Depositor and the Collateral Manager Manager, of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Agent, the Loan Agent, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the such proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) 10 Business Days prior to the applicable such Redemption Date, to each Holder of SecuritiesHolder, at such Holder’s address in as it appears on the Note Register, the Loan Register or the Share Register, as applicable, (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable), and the each Rating Agency. (d) Any notice of a Clean-Up Call Redemption may (or, if directed by a Majority of the Preferred Shares, shall) be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) Co-Issuers up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Agent, each Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) Collateral Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give Collateral Agent shall forward notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed at such holderHolder’s address in as it appears on the Note Loan Register or Share the Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer and the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal at the expense of the Issuer to be delivered to the Irish Listing Agent to deliver to Euronext Dublin so long as any Notes are listed thereon and so long as the guidelines of such exchange so require. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were was to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager Servicer in its sole discretion (which direction shall be given so as to be received by the Issuer, the Collateral Trustee, the Rating Agencies and, in the case of such direction delivered by the Issuer and acting at the Trusteedirection of a Majority of the Subordinated Notes, with a copy to the Rating Agency, at least twenty (20) Business Days Collateral Servicer not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption or prepayment by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (or, at the written direction and expense of the Issuer, the Collateral Trustee on its behalf) will offer to the Collateral Servicer, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Servicer the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) the Market Value of such Assets being purchased, and (ii) the receipt by the Collateral Trustee from the Collateral Servicer, prior to such purchase, of certification from the Collateral Servicer that the sum so received satisfies clause (i). Upon receipt by the Collateral Trustee of the certification referred to in the preceding sentence, the Collateral Trustee (pursuant to written direction from, and at the expense of, the Issuer (or the Collateral Servicer on its behalf)) and the Issuer (or the Collateral Servicer acting on behalf of the Issuer) shall take all calculations required by this Section 9.8(b)actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Servicer or such other Person upon payment in immediately available funds of the Clean-Up Call Purchase Price. The Collateral Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Servicer. (c) Upon receipt from the Issuer (acting at the direction of a Majority of the Subordinated Notes) or the Collateral Manager Servicer of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeCollateral Trustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager Servicer and the Rating Agency Agencies not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Rating Agencies and the Rating Agency (if the Secured Notes remain Outstanding) Collateral Servicer only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Collateral Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Debt to be redeemed or prepaid at such holderHolder’s address in the Register or Share the Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 10 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date described in clause (i) of the definition thereof occurring on or after the NonClean-Up Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountDate. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the Holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, minus (without regard c) all other Assets available for application in accordance with the Priority of Payments on the Redemption Date. The Issuer shall take all actions necessary to sell, assign and transfer the Assets to the Administrative Expense Cap) prior to the payment applicable holder of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible InvestmentsSubordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.5 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 5 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth one Business Day prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice Manager. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third one Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) . (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating AgencyAgencyies, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes DebtNotes shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes DebtNotes shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes DebtNotes to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes DebtNotes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebtNotes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency Agencyies not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating AgencyAgencyies. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency Agencyies (if the Secured Notes DebtNotes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable) at such holder’’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes DebtNotes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.. ARTICLE X

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager in its sole discretion (which direction from the Collateral Manager shall be given so as to be received by the Issuer and Issuer, the Trustee, and each Rating Agency (with a copy respect to S&P, only for so long as the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption DateClass A Notes are Outstanding)), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice from the Collateral Manager directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer shall offer to the Collateral Manager, the holders of the Interests and any other Person identified by the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or on the Redemption Date at least equal to an amount sufficientthe greater of (1) the sum of (a) the sum of the Redemption Prices of the Notes, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Interests, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Interests, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if with respect to S&P, only for so long as the Secured Class A Notes remain are Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Note Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to the Irish Listing Agent to deliver to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of SecuritiesDebt, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Debt that were was to be redeemed (or prepaid, as applicable) at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At The Notes are redeemable at the written option of the Co-Issuers acting at the direction of the Collateral Portfolio Manager (which direction shall (x) be given so as to be received by the Issuer Co-Issuers and the Trustee, with a copy to the Rating Agency, at least Trustee not later than twenty (20) Business Days prior to the proposed Clean-Up Call Redemption Date and (y) include the Clean-Up Call Redemption Date, the Secured Notes shall be subject to redemption by the Issuers), in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption Price, on any Business Day after the Non-Call Period selected by the Portfolio Manager (such Business Day, the “Clean-Up Call Redemption Date”) which occurs on or after the Business Day on which the Collateral Principal Amount is less than 10or equal to 20.0% of the Target Initial Refinancing Date Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to . In such event a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will shall be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Clean-Up Call Redemption Date, to the Trustee, each Holder of SecuritiesNotes, at such Holder’s address in 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. Any such Clean-Up Call Redemption may be effected only from (a) the disposition proceeds of the Assets and (b) all other funds in the Accounts on the Business Day relating to such redemption. A Clean-Up Call Redemption may not occur unless the proceeds from the liquidation of the Assets and all other funds in the Accounts on the Business Day relating to such redemption results in an amount at least equal to the Clean-Up Call Redemption Price. (b) All notices of redemption delivered pursuant to Section 9.6(a) shall state: (i) the Clean-Up Call Redemption Date; (ii) the Clean-Up Call Redemption Price of each Class of Notes to be redeemed; and (iii) that all of the Notes are to be redeemed in full and that interest on the Notes shall cease to accrue on the Clean-Up Call Redemption Date. Notice of redemption shall be given by the Co-Issuers (or the Portfolio Manager on behalf of the Co-Issuers) or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder shall not impair or affect the validity of the redemption of any other Notes. For so long as any Notes are listed on the Cayman Islands Stock Exchange and the guidelines of such exchange so require, the Issuer shall provide notice of such Clean-Up Call Redemption to the Cayman Islands Stock Exchange. (c) Any Clean-Up Call Redemption is subject to (i) the purchase of the Assets by any Person(s) from the Issuer, on or prior to the second Business Day immediately preceding the Clean-Up Call Redemption Date, for a purchase price in Cash at least equal to the Clean-Up Call Redemption Price (less the amount of funds in the Accounts that are available to pay the Clean-Up Call Redemption Price) and (ii) the receipt by the Trustee from the Portfolio Manager, prior to such purchase, of a certification from the Portfolio Manager that the sum so received satisfies the requirements of clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Portfolio Manager on behalf of the Issuer) and the Portfolio Manager, acting on behalf of the Issuer, shall take all commercially reasonable actions necessary to sell, assign and transfer the Assets to such Person(s) (which may be the Portfolio Manager or any of its Affiliates) upon payment in immediately available funds of the purchase price for such Assets, which shall be no less than the Clean-Up Call Redemption Price (less the amount of funds in the Accounts available to be applied to pay the Clean-Up Call Redemption Price). The Issuer shall deposit, or cause to be deposited, the funds required for a Clean-Up Call Redemption in the Payment Account on or prior to the Clean-Up Call Redemption Date. The Trustee shall deposit such payment into the Collection Account. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Co-Issuer (or by the Collateral Portfolio Manager on behalf of the IssuerCo-Issuers) up to (and including) the fourth Business Day prior to the related scheduled Clean-Up Call Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency and (if applicable) the Secured Notes remain Outstanding) Portfolio Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. Clean-Up Call Redemption Price (eincluding funds in the Accounts available to pay the Clean-Up Call Redemption Price) The Trustee will give notice are not received in full in immediately available funds by the second Business Day immediately preceding the proposed Clean-Up Call Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Co-Issuers to each Holder of Securities that were to be redeemed Notes at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call RedemptionRedemption Date. In addition, so long as any Notes are listed on the Cayman Islands Stock Exchange and the guidelines of such exchange so require, the Issuer shall also provide notice of such withdrawal to the Cayman Islands Stock Exchange. (e) On the Clean-Up Call Redemption Date, the Clean-Up Call Redemption Price for the Secured Notes will shall be distributed pursuant to the Priority of PaymentsDistributions. (f) Notice of redemption pursuant to this Section 9.6 having been given as aforesaid, the Notes to be redeemed shall, on the Clean-Up Call Redemption Date, subject to Section 9.6(c) and the Co-Issuers’ right to withdraw any notice of redemption pursuant to Section 9.6(d), become due and payable at the Clean-Up Call Redemption Price therein specified, and from and after the Clean-Up Call Redemption Date (unless the Co-Issuers shall default in the payment of the Clean-Up Call Redemption Price and accrued interest) all the Notes shall cease to bear interest on the Clean-Up Call Redemption Date. Upon final payment on Notes to be so redeemed, the Holder shall present and surrender any note evidencing such Notes at the place specified in the notice of redemption on or prior to such Clean-Up Call Redemption Date; provided that, if there is delivered to the Co-Issuers and the Trustee such security or indemnity as may be required by any of them to save such party harmless and an undertaking thereafter to surrender such Note, then, in the absence of notice to the Co-Issuers or the Trustee that the applicable Note has been acquired by a Protected Purchaser, such final payment shall be made without presentation or surrender. If any Notes called for redemption pursuant to this Section 9.6 shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Clean-Up Call Redemption Date at the applicable Interest Rate for each successive Interest Accrual Period that such Notes remain Outstanding; provided that the reason for such non-payment is not the fault of the Holder of such Notes.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Collateral Agent, the Loan Agent, the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Issuer, the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager Agent on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Collateral Agent from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be received satisfies clause (i). Upon receipt by the Collateral Agent of the certification referred to in the preceding sentence, the Collateral Agent (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Collateral Agent shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Agent, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and Collateral Agent, the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Debt to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of a Majority of the Subordinated Notes, with the consent of the Transferor and the Collateral Manager Manager, to the Issuer Issuer, the Collateral Trustee and the TrusteeLoan Agent, with a copy copies to the each Rating Agency, at least twenty (20) 15 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or, in the case of the Class A-1 Loans, prepayment) by the IssuersIssuer, in whole but not in part, at the applicable Redemption PricePrices, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the TrusteeCollateral Trustee (which may include an officer’s certificate), that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption PricePrices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the sum of (x) the Redemption Price of the Secured NotesDebt and (y) all Administrative Expenses (without regard to the Administrative Expense Cap). Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from a Majority of the Subordinated Notes, with the consent of the Transferor and the Collateral Manager Manager, of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Loan Agent, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) Business Days 15 days prior to the such proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed provided not later than ten (10) Business Days nine days prior to the applicable such Redemption Date, to each Holder of SecuritiesHolder, at such Holder’s address in as it appears on the Note Register or the Loan Register, as applicable, (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable), and the each Rating Agency. (d) Any notice of a Clean-Up Call Redemption may (or, if directed by a Majority of the Subordinated Notes, shall) be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Loan Agent, each Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) Collateral Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give shall forward notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed at such holderHolder’s address in as it appears on the Note Register or Share the Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, the Loan Agent and, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption or prepayment, as applicable, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed (or prepaid, as applicable) and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed or prepaid, as applicable, at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 10 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date described in clause (i) of the definition thereof occurring on or after the NonClean-Up Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountDate. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the Holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, minus (without regard c) all other Assets available for application in accordance with the Priority of Payments on the Redemption Date. The Issuer shall take all actions necessary to sell, assign and transfer the Assets to the Administrative Expense Cap) prior to the payment applicable holder of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible InvestmentsSubordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.5 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 5 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth one Business Day prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice Manager. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHo▇▇▇▇’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third one Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Collateral Trustee not later than 10 Business Days (or such shorter period of time as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Collateral Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Collateral Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Collateral Trustee of the certification referred to in the preceding sentence, the Collateral Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Collateral Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 10 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of PaymentsPayments (without regard to the Administrative Expense Cap).

Clean-Up Call Redemption. (a) At the written direction of the Collateral Portfolio Manager (which direction shall be given so as to be received by the Issuer Issuer, the Trustee and the Trustee, with a copy to the Rating Agency, at least twenty Agencies not later than twenty-five (2025) Business Days prior to the proposed Redemption Date), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a "Clean-Up Call Redemption"), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Any Clean-Up Call Redemption unless is subject to (i) at least five the purchase of the Assets (5other than Eligible Investments referred to in clause (d) Business Days before of this sentence) by the scheduled Redemption Date Portfolio Manager or any other Person from the Collateral Manager shall have furnished Issuer, on or prior to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the fifth Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price in Cash (the "Clean-Up Call Redemption Price") at least equal to an amount sufficientthe greater of (1) the sum of (a) the Aggregate Outstanding Amount of the Secured Notes, together with plus (b) all unpaid interest on the Eligible Investments maturing, redeemable (or putable Secured Notes accrued to the issuer thereof at pardate of such redemption (including any Note Deferred Interest), plus (c) the aggregate of all other amounts owing by the Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes and the Reinvesting Holder Notes (including, for the avoidance of doubt, all outstanding Administrative Expenses), minus (d) the balance of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, in the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments Collection Account and (2) the Market Value of such Assets being purchased, and (ii) the receipt by the Trustee from the Portfolio Manager, prior to such purchase, of certification from the Portfolio Manager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all calculations required by this Section 9.8(b)actions necessary to sell, assign and transfer the Assets to the Portfolio Manager or such other Person upon payment in immediately available funds of the Clean-Up Call Redemption Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Portfolio Manager. (c) Upon receipt from the Collateral Portfolio Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Portfolio Manager, the Designated Successor Manager and the Rating Agency Agencies not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice Notice of redemption will such Clean-Up Call Redemption shall be given by emailthe Trustee at the expense of the Issuer to each Holder of Notes to be redeemed at such Holder's address in the Note Register, if available, and by first-class mail, postage prepaid, mailed overnight courier guaranteeing next day delivery not later than ten nine (109) Business Days prior to the applicable proposed Redemption Date, . The Trustee shall also arrange for notice of such Clean-Up Call Redemption to each Holder be delivered to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agencyexchange so require. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agencies, the Portfolio Manager and the Rating Agency (if the Secured Notes remain Outstanding) Designated Successor Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Redemption Price are not received in full in immediately available funds by the fifth Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holder’s Holder's address in the Register or Share Note Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Clean-Up Call Redemption Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with each Rating Agency and, in the case of such direction delivered by a copy to Majority of the Rating AgencySubordinated Notes, at least twenty (20) Business Days the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At The Collateral Manager may direct in writing (which direction will be given so as to be received by the written Issuer, the Trustee (who shall forward such direction to the Holders of the Collateral Manager to the Issuer Subordinated Notes) and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days Agency not later than 30 days prior to the proposed Redemption Date, Date (or such shorter period as may be agreed to by the Collateral Manager and the Trustee)) that each Class of Secured Notes shall be subject to redemption redeemed by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Payment Date (or, with the consent of the Collateral Manager, any Business Day Day) occurring after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Any Clean-Up Call Redemption unless is subject to (i) at least five the purchase of the Assets (5other than the Eligible Investments referred to in clause (c) Business Days before the scheduled Redemption Date of this paragraph) by the Collateral Manager shall have furnished or any other Person or Persons from the Issuer, on or prior to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least (the “Clean-Up Call Purchase Price”) in Cash not less than the greater of (1) an amount equal to an amount sufficient(a) the Redemption Price of each Class of Secured Notes, together with plus (b) the Eligible Investments maturing, redeemable (or putable to aggregate of all other amounts owing by the issuer thereof at par) Issuer on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes (including all outstanding Administrative Expenses, if any), minus (c) the balance of the Secured Notes to be redeemed Eligible Investments in the Collection Account and redeem all of (2) the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell prices for such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered determined by the Collateral Manager in a commercially reasonable manner, and (ii) the receipt by the Trustee from the Collateral Manager, prior to such purchase, of certification from the Collateral Manager that the sum to be received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to this Section 9.8(bwritten direction from the Issuer) and the Issuer shall include (1) take all actions necessary to sell, assign and transfer the prices of, and expected proceeds from, Assets to the sale (directly Collateral Manager or by participation or such other arrangement) Person upon payment in immediately available funds of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b).the Clean-Up Call Purchase Price. The (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a Clean-notice of Clean- Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderHolder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fd) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with a copy to the Rating AgencyAgency and, at least twenty (20) Business Days in the case of such direction delivered by a Majority of the Subordinated Notes, the Collateral Manager not later than 10 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date described in clause (i) of the definition thereof occurring on or after the NonClean-Up Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountDate. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the Holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to pay or on the Redemption Date at least equal to the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, minus (without regard c) all other Assets available for application in accordance with the Priority of Payments on the Redemption Date. The Issuer shall take all actions necessary to sell, assign and transfer the Assets to the Administrative Expense Cap) prior to the payment applicable holder of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible InvestmentsSubordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.5 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 5 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth one Business Day prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice Manager. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holderH▇▇▇▇▇’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third one Business Day prior to the related scheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to Euronext Dublin so long as any Notes are listed and so long as the guidelines of such exchange so require. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Trustee not later than 15 Business Days prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of PaymentsPayments (without regard to the Administrative Expense Cap).

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par AmountAmount (a “Clean-Up Call Redemption”). (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed and redeem all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) ), the Loan Register or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes Debt remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were was to be redeemed at such holder’s address in the Register, the Loan Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can -125- conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating AgencyAgencies, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency Agencies not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating AgencyAgencies. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency Agencies (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the each Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the Issuers, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the each Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the TrusteeCollateral Trustee and, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or prepayment, as applicable) by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1015% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed (or prepaid, as applicable) pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the Collateral Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed (or prepaid, as applicable) and redeem (or prepay, as applicable) all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured NotesDebt. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s 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 the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Debt remains Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed (or prepaid, as applicable) at such holder’s address in the Register, the Loan Register or the Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Portfolio Manager to the Issuer and the Collateral Trustee, with a copy to the Rating Agency, at least twenty (20) 20 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption by the IssuersIssuer, in whole but not in partpart (a "Clean-Up Call Redemption"), at the applicable Redemption PricePrices therefor, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1030% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from the Collateral Portfolio Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Collateral Administrator, the Collateral Portfolio Manager and the Rating Agency not later than fifteen (15) 10 Business Days prior to the proposed Redemption Date (and the Collateral Trustee in turn shall, in the name and at the expense of the Issuer, notify the Holders of the Redemption Date. A notice of redemption will , the applicable Record Date, that the Debt shall be given by email, if availableredeemed or prepaid in full, and by first-class mailthe Redemption Prices to be paid, postage prepaid, mailed not later than ten (10) at least 7 Business Days prior to the applicable Redemption Date). (b) A Clean-Up Call Redemption may not occur unless (i) on or before the second Business Day immediately preceding the related Redemption Date, the Portfolio Manager or any other Person purchases the Assets of the Issuer (other than the Eligible Investments referred to each Holder in clause (A)(4) below) for a price in Cash (the "Clean-Up Call Redemption Price") at least equal to the greater of Securities(A) the sum of (1) the Aggregate Outstanding Amount of the Debt, at plus (2) all unpaid interest on the Debt accrued to the date of such Holder’s address redemption (including any shortfall amounts, if any), plus (3) the aggregate of all other amounts owing by the Issuer on the date of such redemption that are payable in Register accordance with the Priority of Payments (andincluding, for the avoidance of doubt, all outstanding Administrative Expenses), minus (4) the balance of the Eligible Investments in the case Collection Account; and (B) the Market Value of Global Notessuch Assets being purchased and (ii) the Portfolio Manager certifies in writing to the Collateral Trustee prior to the sale of the Assets that subclause (i) shall be satisfied upon such purchase. Upon receipt by the Collateral Trustee of the certification from the Portfolio Manager described in subclause (ii), delivered by electronic transmission the Collateral Trustee (pursuant to DTCwritten direction from the Issuer) or the Share Register, as applicable, and the Rating AgencyIssuer shall take all actions necessary to sell, assign and transfer the Assets to the Portfolio Manager or such other Person upon payment in immediately available funds of the Clean-Up Call Redemption Price. The Collateral Trustee shall deposit such payment into the Collection Account in accordance with the instructions of the Portfolio Manager. (dc) Any notice of a Clean-Up Call Redemption delivered pursuant to Section 9.7(a) may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) any day up to (and including) including the fourth Business Day prior to the related scheduled Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) Portfolio Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts at least equal to the TrusteeClean-Up Call Redemption Price are not received in full in immediately available funds by the second Business Day immediately preceding such Redemption Date. (ed) The Collateral Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Debt that were to be redeemed or prepaid at such holder’s ▇▇▇▇▇▇'s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Clean-Up Call Redemption Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Business Days prior to the proposed Redemption Date, the Secured Notes shall be subject to redemption redemption, by the IssuersIssuer, in whole but not in part, at the applicable Redemption Price, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 10% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price of the Secured Notes. Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) 9.8 shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)9.8. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the Rating Agency not later than fifteen (15) Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Trustee, the Fiscal Agent and the Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of a Majority of the Subordinated Notes, with the consent of the Transferor and the Collateral Manager Manager, to the Issuer Issuer, the Collateral Trustee and the TrusteeLoan Agent, with a copy copies to the each Rating Agency, at least twenty (20) 15 Business Days prior to the proposed Redemption Date, the Secured Notes Debt shall be subject to redemption (or, in the case of the Class A-1 Loans, prepayment) by the IssuersIssuer, in whole but not in part, at the applicable Redemption PricePrices, on any Business Day after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything to the contrary set forth herein, the Secured Notes Debt shall not be redeemed or prepaid, as applicable, pursuant to a Clean-Up Call Redemption unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence, in form satisfactory to the TrusteeCollateral Trustee (which may include an officer's certificate), that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, to pay all Administrative Expenses and other fees and expenses payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes Debt to be redeemed or prepaid, as applicable, and redeem or prepay, as applicable, all of the Secured Notes Debt on the scheduled Redemption Date at the applicable Redemption PricePrices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee in a certificate of a Responsible Officer upon which the Collateral Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected ‑188‑ to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the sum of (x) the Redemption Price of the Secured NotesDebt and (y) all Administrative Expenses (without regard to the Administrative Expense Cap). Any certification delivered by the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b). (c) Upon receipt from a Majority of the Subordinated Notes, with the consent of the Transferor and the Collateral Manager Manager, of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will set the related Redemption Date and the Record Date and give written notice thereof to the Collateral Trustee, the Loan Agent, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) Business Days 15 days prior to the such proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed provided not later than ten (10) Business Days nine days prior to the applicable such Redemption Date, to each Holder of SecuritiesHolder, at such Holder’s 's address in as it appears on the Note Register or the Loan Register, as applicable, (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable), and the each Rating Agency. (d) Any notice of a Clean-Up Call Redemption may (or, if directed by a Majority of the Subordinated Notes, shall) be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth Business Day prior to the related Redemption Date by written notice to the Collateral Trustee, the Fiscal Agent Loan Agent, each Rating Agency and the Rating Agency (if the Secured Notes remain Outstanding) Collateral Manager only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory to the Collateral Trustee. (e) The Collateral Trustee will give shall forward notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities Secured Debt that were to be redeemed at such holder’s Holder's address in as it appears on the Note Register or Share the Loan Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled Redemption Date. (f) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Price for the Secured Notes Debt will be distributed pursuant to the Priority of Payments.

Clean-Up Call Redemption. (a) At the written direction of the Collateral Manager delivered to the Issuer and the Trustee, with a copy to the Rating Agency, at least twenty (20) Trustee not later than 10 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the proposed Redemption DateDate specified in such direction, the Secured Notes shall Debt will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a “Clean-Up Call Redemption”), at the applicable Redemption PricePrice therefor, on any Business Day Payment Date after the Non-Call Period on which the Collateral Principal Amount is less than 1020% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption unless is subject to (i) at least five (5) Business Days before the scheduled Redemption Date sale of the Collateral Manager shall have furnished Obligations by the Issuer to the Trustee evidence, in form satisfactory highest bidder or bidders therefor pursuant to the Trustee, that immediately preceding sentence on or prior to the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements to sell to a financial or other institution or institutions not later than the third Business Day immediately preceding the scheduled related Redemption Date, all or part of the Collateral Obligations at for a purchase price at least equal to an amount sufficient, together with or purchase prices in cash (the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par“Clean-Up Call Purchase Price”) payable on or prior to the scheduled third Business Day immediately preceding the related Redemption DateDate at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Debt, to pay plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes (without regard to the Administrative Expense Cap), minus (c) prior to all other Assets available for application in accordance with the payment Priority of the principal of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase(s), of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager. Any certification delivered by the Collateral Manager sale, assignment and/or transfer pursuant to this Section 9.8(b) shall include (1be carried out in accordance with the restrictions of Section 12.4(a) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)hereof. (c) Upon receipt from the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date and the Record Date (as specified in such direction) and give written notice thereof to the Trustee, the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 10 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent Collateral Manager and the each Rating Agency (if the Secured Notes remain Outstanding) only if the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory amounts equal to the Trustee. (e) The Trustee will give notice of any such withdrawal of a Clean-Up Call Redemption, at the expense of the Issuer, to each Holder of Securities that were to be redeemed at such holder’s address Purchase Price are not received in the Register or Share Register, as applicable, full in immediately available funds by overnight courier guaranteeing next day delivery not later than the third Business Day prior to the related scheduled immediately preceding such Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for the Secured Notes will distribution on such date shall be distributed pursuant to the Priority of PaymentsPayments (without regard to the Administrative Expense Cap).

Clean-Up Call Redemption. (a) At the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction shall be given so as to be received by the Issuer and Issuer, the Trustee, with each Rating Agency and, in the case of such direction delivered by a copy to Majority of the Rating AgencySubordinated Notes, at least twenty (20) Business Days the Collateral Manager not later than 30 days prior to the proposed Redemption DateDate specified in such direction), the Secured Notes shall will be subject to redemption by the IssuersIssuer, in whole but not in partpart (a "Clean-Up Call Redemption"), at the applicable Redemption PricePrice therefor, on any Business Day after the Non-Call Period on which if the Collateral Principal Amount is less than 1020.0% of the Target Initial Par Amount. (b) Notwithstanding anything Upon receipt of notice directing the Issuer to the contrary set forth herein, the Secured Notes shall not be redeemed pursuant to effect a Clean-Up Call Redemption unless and subject to any transfer restriction, the Issuer (i) or, at least five (5) Business Days before the scheduled Redemption Date written direction and expense of the Collateral Manager shall have furnished to Issuer, the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer) will offer to the Collateral Manager, the holders of the Subordinated Notes and any other Person identified by the Issuer has entered into a binding agreement or agreements the Collateral Manager the right to sell bid to a financial or other institution or institutions not later than the Business Day immediately preceding the scheduled Redemption Date, all or part of purchase the Collateral Obligations at a purchase price at least equal not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to an amount sufficient, together with (i) the Eligible Investments maturing, redeemable (or putable sale of the Collateral Obligations by the Issuer to the issuer thereof at parhighest bidder therefor (it being understood that any such sale of Collateral Obligations may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the scheduled third Business Day immediately preceding the related Redemption Date, for a purchase price in cash (the "Clean-Up Call Purchase Price") payable prior to pay or on the Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the aggregate of all Administrative Expenses and other fees and expenses amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments (without regard to the Administrative Expense Cap) prior to the payment distributions in respect of the principal Subordinated Notes, minus (c) all other Assets available for application in accordance with the Priority of the Secured Notes to be redeemed and redeem all of the Secured Notes Payments on the scheduled Redemption Date at and (2) the applicable Redemption PriceMarket Value of such Assets being purchased, or and (ii) the receipt by the Trustee from the Collateral Manager, prior to selling any such purchase, of certification from the Collateral Obligations and/or Eligible InvestmentsManager that the sum so received satisfies clause (i). Upon receipt by the Trustee of the certification referred to in the preceding sentence, the Trustee (pursuant to written direction from, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated Notes, the Collateral Manager shall certify to the Trustee or such other Person upon payment in a certificate of a Responsible Officer upon which the Trustee can conclusively rely that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on or prior to the scheduled Redemption Date), the aggregate sum of (A) any expected proceeds from the sale of Eligible Investments and (B) for each Collateral Obligation, the Market Value thereof, shall equal or exceed the Redemption Price immediately available funds of the Secured NotesClean-Up Call Purchase Price. Any certification delivered by The Trustee shall deposit such payment into the applicable sub-account of the Collection Account in accordance with the instructions of the Collateral Manager pursuant to this Section 9.8(b) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.8(b)Manager. (c) Upon receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption, the Issuer will shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the Record Date for any redemption pursuant to this Section 9.9 and give written notice thereof to the TrusteeTrustee (which shall forward such notice to the Holders), the Collateral Administrator, the Collateral Manager and the each Rating Agency not later than fifteen (15) 15 Business Days prior to the proposed Redemption Date. A notice of redemption will be given by email, if available, and by first-class mail, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and the Rating Agency. (d) Any notice of a Clean-Up Call Redemption may be withdrawn by the Issuer (or by the Collateral Manager on behalf of the Issuer) up to (and including) the fourth two Business Day Days prior to the related scheduled Redemption Date by written notice to the Trustee, the Fiscal Agent and the each Rating Agency (if the Secured Notes remain Outstanding) only if and the Collateral Manager has not delivered the sale agreement or agreements or certifications as described in Section 9.8(b) in form satisfactory only if amounts equal to the Trustee. (e) The Trustee will give notice Clean-Up Call Purchase Price are not received in full in immediately available funds by the third Business Day immediately preceding such Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemption, Redemption shall be given by the Trustee at the expense of the Issuer, Issuer to each Holder of Securities that were Notes to be redeemed at such holder’s H▇▇▇▇▇'s address in the Register or Share Register, as applicable, by overnight courier guaranteeing next day delivery not later than the third second Business Day prior to the related scheduled Redemption Date. (fe) On the Redemption Date related to any Clean-Up Call Redemption, the Redemption Clean-Up Call Purchase Price for the Secured Notes will shall be distributed pursuant to the Priority of Payments.