"Redemption Date": Any Distribution Date on which an Optional Redemption occurs. "Redemption Price": With respect to an Optional Redemption of (a) the Rated Notes, an amount equal to the outstanding principal amount of such Notes to be redeemed plus accrued interest (including any Defaulted Interest (and any interest thereon), and any Deferred Interest and any interest thereon); and (b) any Subordinated Securities. an amount equal to any remaining Principal Proceeds payable on such Subordinated Securities under die Priority of Principal Proceeds on the Redemption Date; provided that, by unanimous consent, any Class may agree to decrease the Redemption Price for that Class. "Refinancing Proceeds": Proceeds from a Redemption Financing or the issuance of Replacement Notes, as applicable. "Registered": With respect to any debt obligation issued by a United States person (as defined in the Code), a debt obligation (a) that is issued after July 18. 1984 and (b) that is in registered form for purposes of the Code. "Regulation S": Regulation S under the Securities Act. "Regulation S Global Security": Any Security sold outside the United States to non-"U.S. persons" (as defined in Regulation 5) in reliance on Regulation S and issued in the form of a permanent global security in definitive, fully registered form without interest coupons. "Restricted Trading Condition": Each day during which (i) the rating of any Class A Notes is one or more subcategories below its initial rating, (ii) the rating of any of the Class B Notes, the Class C Notes or the Class D Notes is two or more subcategories below its initial rating, or (iii) the rating of any Class of Rated Notes has been withdrawn (unless it has been reinstated): provided, however, that if the Restricted Trading Condition is in effect. the Controlling Part• may elect to waive such condition, which waiver will remain in effect until the earlier of (A) revocation of such waiver by Controlling Party and (B)