Common use of Redemption Clause in Contracts

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the TrustAgreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase purchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) Article Five of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 11.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 11.1(a), for a purchase price at least equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price and all amounts due to the Note Insurer under the Basic Documents. Seller, the The Servicer or the Issuer shall furnish each the Note Insurer and the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date and the Issuer Servicer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all at least one Business Day prior to the Redemption Date. If the Servicer fails to so deposit the Redemption Price with the Trustee at least one Business Day prior to the Redemption Date, such Notes redemption shall be deemed to be automatically rescinded and the Noteholders shall receive the payments of interest and principal that would be due and payable to the Noteholders on such Payment Date as if such option to redeem the Redemption Date upon Notes had never been exercised. For the furnishing avoidance of any doubt, no Event of Default shall occur solely as a notice complying with Section 10.02 to each Holder result of the Notessuch rescission. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this IndentureIf, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Mandatory Redemption Date. (c) If (x) , the Pre-Funded Amount has not been reduced is greater than zero after giving effect to zero the purchase of all Subsequent Receivables during the Funding Period, including any such purchase on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end last day of the Funding Period) or (y) , the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, Notes will be redeemed in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date part pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.8(a)(ii) of the Sale and Servicing Agreement, Agreement in a principal an amount described thereinequal to the Note Prepayment Amount.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principal, Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption(including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee Trustee, the Owner Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(b9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c8.02(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Servicer pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, on the any Distribution Date on which such repurchase occurs, the Servicer exercises its option to reacquire the Trust Property pursuant to Section 10.01(a) of the Sale and Servicing Agreement for a purchase redemption price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Indenture Trustee on behalf of the Issuer has available received funds sufficient to pay such amountsthe Redemption Price. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a)Section, the Servicer or the Issuer shall furnish notice of such election to the Trust Collateral Agent and the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and Date. On or prior to the Business Day preceding the Redemption Date, the Issuer shall designate amounts on deposit in the Collection Account and/or shall deposit or cause to be deposited with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such outstanding Notes shall be due and payable on the Redemption Date Date, together with other amounts due and owing at such time under the Basic Documents, upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of Notes; provided, however, that if the Notes. (b) In the event that the assets of the Trust Class C Notes are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (orbeing redeemed, if the funding Period does not end on a Distribution Date, on Servicer is the first Distribution Date following the end holder of the Funding Period) or (y) Class C Notes and if the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in Servicer delivers the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 Class C Notes as part of the Sale redemption price being paid by the Servicer to so re-acquire the Trust Property, then the Class C Notes so delivered shall be canceled and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) such portion of the Sale and Servicing Agreement, Redemption Price representing the unpaid Class C Note Balance shall be deemed to have been paid in a principal amount described thereinfull to the Servicer as holder of the Class C Notes.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occurs, for a the Servicer exercises its option to purchase price equal the assets of the Issuer pursuant to the outstanding principalsaid Section 9.1(a), and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes plus accrued and unpaid interest thereon and the Certificate Balance. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit by 10:00 a.m. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Payment Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer on or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Pre-Funding Period ends (or, if the funding Pre-Funding Period does not end on a Distribution Payment Date, on the first Distribution Date following the end of the Funding Period) or (yimmediately succeeding Payment Date) the Remaining Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in withdrawn from the Pre-Funded Amount on such Distribution Date Funding Account and deposited to the Collection Account by the Indenture Trustee at the direction of the Servicer pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c4.11(b) of the Sale and Servicing Agreement, in the Remaining Pre-Funded Amount shall be treated as a principal amount described thereinpart of the Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale The Class A-4 Notes and Servicing Agreement purchases the corpus of the Trust, the Class B Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 9.01 of the Pooling and Servicing Agreement. Such redemption shall occur on the any Distribution Date on which such repurchase occursafter all Class A-1 Notes, for a Class A-2 Notes and Class A-3 Notes have been paid in full. The purchase price for the Class A-4 Notes and Class B Notes to be redeemed shall be equal to the outstanding principalapplicable Redemption Price, and accrued interest on provided the Notes; provided, however, that the Issuer Owner Trustee has available funds in the Owner Trust Estate sufficient to pay such amountsamount. Seller, the Servicer or the Issuer The Owner Trustee shall furnish each the Rating Agency Agencies notice of such redemption. If the Class A-4 Notes and Class B Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer Owner Trustee shall furnish notice of such election thereof to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer Owner Trustee shall deposit with the Indenture Trustee in into the Note Distribution Account Account, before the Redemption Date, the aggregate Redemption Price of the Class A-4 Notes and Class B Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In [Reserved.] (c) Within sixty days after the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided redemption in Section 5.06. If amounts are to be paid to Noteholders full pursuant to this Section 10.01(b)10.1 of any class of Notes, the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end provide each of the Funding Period) or (y) the Pre-Funded Amount has Rating Agencies with written notice stating that all of such Notes have been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In 4.1 The Company may, subject to the event that the Seller pursuant to Section 7.10 conditions set forth herein, redeem some or all of the Sale and Servicing Agreement purchases Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the corpus Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) the closing bid price of the Trust, Company's Common Stock for each of the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) consecutive trading days prior to the Redemption Date date of the notice of redemption is at least $1.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events and (iii) all of the Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the Issuer shall deposit with time of mailing is the Indenture Trustee in the Note Distribution Account the Redemption Price “Effective Date of the Notes Notice”. The Notice will state a redemption date not less than thirty (30) days nor more than sixty (60) days from the Effective Date of the Notice (the “Redemption Date”). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed whereupon all such Notes shall be due and payable on have first been set aside by the Redemption Date upon Company for the furnishing of a notice complying with Section 10.02 to each Holder benefit of the Notes. (b) In the event that the assets of the Trust are sold pursuant Warrant Holders so as to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06and continue to be available therefor. If amounts are The redemption price to be paid to Noteholders pursuant the Warrant Holders will be $.10 for each share of Common Stock of the Company to this Section 10.01(bwhich the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”), . The Warrant Holders may exercise their Warrants between the Servicer or Effective Date of the Issuer shall, to Notice and 5:00 p.m. Eastern Time on the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days business day immediately prior to the Redemption Date whereupon all Date, such amounts shall exercise being effective if done in accordance with Section 1 hereof, and if the Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date. (c) 4.2 If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period any Warrant Holder does not end wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal offices after receiving the Notice of Redemption required by this Section 4. If such Notice of Redemption shall have been so mailed, and if on a Distribution or before the Effective Date of the Notice all funds necessary to pay for redemption of the Warrants subject to redemption shall have been set aside by the Company for the benefit of such Warrant Holders, then, on and after said Redemption Date, on notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the first Distribution Date following obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the end right of the Funding Period) or (y) holder of each Warrant subject to redemption to receive the Pre-Funded Amount has been reduced Redemption Price for each share of Common Stock to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in which he would be entitled if he exercised the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 Warrant upon receiving notice of redemption of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinWarrant subject to redemption held by him.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Class A-2 Notes are subject to redemption in whole, but not in part, at the direction of Seller or Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occursSeller or Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, provided that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Class A-2 Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Class A-2 Notes to be redeemed whereupon all such Class A-2 Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of the Class A-2 Notes. (b) In the event that If the assets of the Trust Issuer are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Seller pursuant to Section 11.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Seller or the Servicer, for a purchase price equal acting on behalf of and at the direction of the Seller, exercises its option to the outstanding principal, and accrued interest make all required payments on the Notes; provided, however, that Notes and retain the Issuer has available funds sufficient to pay such amountsTrust Property. Seller, the The Servicer or the Issuer shall furnish each Rating Agency the Insurer prior written notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account Payment Account, the Redemption Price of the Notes five Business Days prior to be redeemed the Redemption Date whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes10.2. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.1 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, shall furnish written notice of such event to the Indenture Trustee not later than 20 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In Subject to the event that legal availability of funds, any contractual restrictions then binding on the Seller pursuant to Section 7.10 of the Sale Corporation (including restrictions under Debt Agreements) and Servicing Agreement purchases the corpus of the Trustapplicable state law, the Notes are subject to redemption in wholeCorporation may redeem at its option, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Sellerat any time, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedExchangeable Preferred Stock, in whole or in part, at a redemption price of $10 per share together with all accrued and unpaid dividends (whether or not earned or declared) thereon to the date fixed for redemption, without interest. As of June 30, 2020 the redemption price set forth in the foregoing sentence was $141,121,484. (b) Subject to the legal availability of funds, any contractual restrictions then binding on the Corporation (including restrictions under Debt Agreements) and applicable state law, commencing on the first Dividend Payment Date after the sixteenth anniversary of the Effective Date and on the first Dividend Payment Date after each anniversary of the Effective Date thereafter (each date separately referred to as described a “Mandatory Redemption Date”), so long as any shares of the Exchangeable Preferred Stock shall be outstanding, the Corporation shall set aside, in trust, as and for a sinking fund for the Exchangeable Preferred Stock, a sum sufficient to redeem and shall redeem in each year an amount equal to at least 20% of the greatest number of shares of Exchangeable Preferred Stock issued and outstanding at any time, at a redemption price of $10 per share together with all accrued and unpaid dividends (whether or not earned or declared) thereon to the date fixed for redemption, without interest, and on the first Dividend Payment Date following the twentieth anniversary of the Effective Date, the Corporation shall set aside pursuant to paragraph 6 of this Section 7.07(c5.4 a sum sufficient to redeem and shall redeem all outstanding shares of Exchangeable Preferred Stock at a redemption price of $10 per share together with all accrued and unpaid dividends (whether or not earned or declared) to such date. (c) Shares of Exchangeable Preferred Stock which have been issued and reacquired in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of law) have the status of authorized and unissued shares. (d) Notwithstanding the foregoing provisions of paragraph 4 of this Section 5.4, if full cumulative dividends on all outstanding shares of Exchangeable Preferred Stock shall not have been paid or are not contemporaneously declared and paid for all past dividend periods, the Corporation may not redeem shares of Exchangeable Preferred Stock pursuant to paragraph 4(a) of this Section 5.4 unless the Sale and Servicing Agreementshares to be redeemed are selected pro rata (with rounding to the nearest whole share). (e) If the Corporation shall fail to discharge its obligation to redeem shares of Exchangeable Preferred Stock pursuant to paragraph 4(b) of this Section 5.4 (the “Mandatory Redemption Obligation”), in a principal amount described thereinthe Mandatory Redemption Obligation shall be discharged as soon as the Corporation is able to discharge such Mandatory Redemption Obligation.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principalServicer under the Sale and Servicing Agreement, [all amounts owed to the Swap Counterparty under the Swap Agreement,] [all amounts due to the Backup Servicer under the Sale and Servicing Agreement] and the unpaid principal amount of the Notes plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption(including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee Trustee, the Owner Trustee, the Asset Representations Reviewer, the Rating Agencies[, the Swap Counterparty] and the Administrator not later than 20 ten (10) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(b9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts [(i)]on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon [and (ii) owed to the Swap Counterparty shall be paid in Section 5.06full]. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee Trustee, the Rating Agencies[, the Swap Counterparty] and the Administrator not later than 20 ten (10) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In This entire Warrant may be redeemed, at the event sole election of the Company, at any time after the six (6) month anniversary of the Issuance Date and during the remainder of the Exercise Period, at the office of the Company, upon the notice referred to in Section 11(b) below, at the price of $0.0001 per Warrant Share that can be purchased under this Warrant, which amount shall adjust after the Issuance Date in the same manner as the Exercise Price in accordance with Section 4 hereof (the “Redemption Price”), provided that the Seller pursuant to Section 7.10 closing sales price of the Sale and Servicing Agreement purchases Common Stock equals or exceeds $5.00 per share (which amount shall adjust after the corpus of Issuance Date in the Trust, same manner as the Notes are subject to redemption Exercise Price in whole, but not in partaccordance with Section 4 hereof), on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest each of twenty (20) trading days within any thirty (30) trading day period ending on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days third (3rd) trading day prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price date on which notice of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredemption is given. (b) In the event that the assets Company shall elect to redeem this Warrant, the Company shall fix a date for the redemption (the “Redemption Date”). The Company shall provide a notice of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, redemption to the extent practicable, furnish notice Holder (the “Notice of such event to the Indenture Trustee Redemption”) in accordance with Section 17 not later less than 20 thirty (30) days prior to the Redemption Date. This Warrant may be exercised at any time after the notice of redemption shall have been given by the Company in accordance with this Section 11(b) and prior to the Redemption Date whereupon all such amounts shall be payable on (the “Redemption Period”). On and after the Redemption Date. (c) If (x) , the Pre-Funded Amount has not been reduced Holder shall have no further rights under this Warrant except to zero on receive, upon surrender of this Warrant, the Distribution Date on which Redemption Price. For the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end avoidance of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Datedoubt, in either case after giving effect the event that the Holder elects to exercise this Warrant and purchase Warrant Shares during the Redemption Period, the Holder shall be entitled to cashless exercise under Section 5(b) with respect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinExcess Unregistered Warrant Shares.

Redemption. (a) In The 2009 Preference Stock shall, subject to the event that the Seller pursuant to Section 7.10 provisions of the Sale Companies Acts 1963 to 2006 (in so far as they apply to the Bank) and Servicing Agreement purchases the corpus consent of the TrustFinancial Regulator, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, redeemable in whole or in part, at any time, at the option of the Bank in accordance with Bye-Law 6(D) from: (i) profits available for distribution; and/or (ii) the proceeds of an issue of stock or other securities which, under the regulatory framework then applicable to the Bank, would constitute core tier 1 capital (within the meaning of the Financial Regulator’s requirements at such time), or its equivalent, at least equal to the amount proposed to be paid on the redemption of the 2009 Preference Stock utilising such profits and/or proceeds, as described the case may be. (b) The Bank shall be required to redeem all of the 2009 Preference Stock in Section 7.07(caccordance with paragraph (5)(a) of this Bye-Law in the Sale event that the number of units of 2009 Preference Stock in issue falls below 35,000,000 units of €0.01 each. (c) Each unit of 2009 Preference Stock that the Bank proposes to redeem shall be redeemable at a price per unit equal to the amount paid on subscription (including premium). On the redemption of units of the 2009 Preference Stock the Bank shall pay the proportion of the relevant 2009 Preference Dividend which shall have accrued on the units of 2009 Preference Stock to be redeemed up to the date of redemption or, at the option of the Bank in accordance with these Bye-Laws, the Bank shall issue the 2009 Bonus Stock in respect of which issue rights have accrued on the units of the 2009 Preference Stock to be redeemed up to the date of redemption. No other premium or dividend (including 2009 Preference Dividend or part thereof) shall be paid on any redemption of the 2009 Preference Stock. (d) The Bank shall give to the holders of the 2009 Preference Stock to be redeemed not less than 30 days’ and Servicing Agreementnot more than 60 days’ notice in writing of the date on which such redemption is to be effected. Such notice shall specify the redemption date and the place at which the certificates (or other title document) for such 2009 Preference Stock are to be presented for redemption and upon such date each of such holders shall deliver to the Bank at such place the certificates (or other title document) for such of the 2009 Preference Stock as is held by such holder which is due to be redeemed. Upon such delivery, or, if earlier, the date of expiry of the redemption notice issued by the Bank as aforesaid, the Bank shall pay to such holder the amount due to him in respect of such redemption and shall (as appropriate) cancel any certificates so delivered. If any such certificate includes any 2009 Preference Stock not redeemable on that occasion, a fresh certificate for such stock shall be issued to the holder, without charge, upon cancellation of the existing certificate. (e) The receipt of the registered holder for the time being of any 2009 Preference Stock or, in the case of joint registered holders, the receipt of any of them for the moneys payable on redemption thereof shall constitute an absolute discharge to the Bank in respect thereof. (f) Upon the redemption of any 2009 Preference Stock, the Directors may (pursuant to the authority given by the passing of the resolution to adopt this Bye-Law) consolidate and divide and/or sub-divide the authorised stock capital existing as a principal consequence of such redemption into stock of any other class of stock capital into which the authorised stock capital of the Bank is or may at that time be divided of a like nominal amount described therein(as nearly as may be) and in the same currency as the 2009 Preference Stock so redeemed or into unclassified stocks of the same nominal amount and in the same currency as the 2009 Preference Stock so redeemed. (g) The 2009 Preference Stock shall not be redeemable at the option of the holders of such stock. (h) In the event of a conflict or ambiguity between the terms of this Bye-Law 6(I)(5) and Bye-Law 6(D), this Bye-Law 6(I)(5) shall prevail, provided that, for the avoidance of doubt, Bye-Laws 6(D)(3), 6(D)(5) and 6(D)(6) shall apply to the 2009 Preference Stock. (i) The consent of the holders of the 2009 Preference Stock shall not be required in respect of any redemption of any units of the 2009 Preference Stock. (j) The Directors shall be entitled to select which units of 2009 Preference Stock it wishes to redeem at its sole discretion. The Directors shall not be required to select the stock to be redeemed on a pro rata basis or in any particular manner as between the holders of stock of the same class or as between the holders of stock of different classes or in accordance with the rights as to dividends or capital attached to any class of stock. Without prejudice to the generality of the discretion of the Directors’ referred to within this Bye-Law 6(I)(5), the Directors may redeem the 2009 Preference Stock in circumstances including, but not limited to, where the Bank or a subsidiary of the Bank, as applicable, does not redeem (or offer to redeem): (i) some or all of the 2009 Preference Stock on equivalent terms; or (ii) any 2009 Preference Stock held by a particular holder at all; or (iii) all units of 2009 Preference Stock in the same proportion as is to be redeemed relative to each holder’s total holding of such stock; or (iv) all units of 2009 Preference Stock at the same redemption price, and the holders of 2009 Preference Stock shall have no rights, claims, interests or entitlements to participate in a redemption on the same terms or on the same basis as that made or effected in respect of any particular units of 2009 Preference Stock.

Redemption. (a) In The Class A Notes and the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Class B Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1 of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occurs, for a purchase price equal to the outstanding principalSection 9.1, and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes and the Aggregate Certificate Balance of the Certificates plus accrued and unpaid interest thereon. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Class A Notes and the Class B Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 forty (40) days prior to the Redemption Date and the Issuer shall deposit by 10:00 a.m. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Collection Account the Redemption Price of the Class A Notes and the Class B Notes to be redeemed redeemed, whereupon all such Class A Notes and Class B Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Collection Account and the Principal Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to an amount equal to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If the amounts in the Collection Account and the Principal Distribution Account are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 forty (40) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Class A-2 Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occurs, the Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a) for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Class A-2 Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Class A-2 Notes to be redeemed redeemed, whereupon all such Class A-2 Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, (i) at the direction of the Depositor pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occurs, for a the Depositor exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a) and (ii) upon the mandatory sale of the Receivables pursuant to Section 9.2 of the Sale and Servicing Agreement. The purchase price for the Notes shall be equal to the outstanding principalRedemption Price; PROVIDED, and accrued interest on the Notes; provided, howeverHOWEVER, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a) (i) or (ii), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account Account, on or before the Redemption Date, the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occurs, for a the Servicer exercises its option to purchase price equal the assets of the Issuer pursuant to the outstanding principalsaid Section 9.1(a), and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes plus accrued and unpaid interest thereon and the Certificate Balance. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Payment Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer on or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Pre-Funding Period ends (or, if the funding Pre-Funding Period does not end on a Distribution Payment Date, on the first Distribution Date following the end of the Funding Period) or (yimmediately succeeding Payment Date) the Remaining Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in withdrawn from the Pre-Funded Amount on such Distribution Date Funding Account and deposited to the Collection Account by the Indenture Trustee at the direction of the Servicer pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c4.11(b) of the Sale and Servicing Agreement, in the Remaining Pre-Funded Amount shall be treated as a principal amount described thereinpart of the Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Seller pursuant Subject to Section 7.10 6.4 hereof, not less than all of the Sale and Servicing Agreement purchases outstanding Warrants may be redeemed, at the corpus option of the TrustCompany, at any time after they become exercisable and prior to their expiration, at the Notes are subject office of the Warrant Agent, upon the notice referred to redemption in wholeSection 6.2, but not in partat the price of $.01 per Warrant (the “Redemption Price”), on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer last sales price of the Common Stock has available funds sufficient been equal to pay such amounts. Selleror greater than the Floor Price, on each of twenty (20) trading days within any thirty (30) trading day period ending on the Servicer or third business day prior to the Issuer shall furnish each Rating Agency date on which notice of redemption is given; and provided further, however, that with respect to the Founders’ Warrants and the Sponsors’ Warrants, such redemptionredemption right shall not be applicable so long as the Warrants are held by any of the Founders or their Permitted Transferees. If In the Notes are to be redeemed event the Company calls the Warrants for redemption pursuant to this Section 10.01(a)6.1, the Servicer or Company shall have the Issuer shall furnish notice option to require all (but not part) of the holders of those Warrants to exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a cashless basis, the holder of such election Warrants (including the Private Warrants) shall pay the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If quotient obtained by dividing (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end product of the Funding Period) or number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price of the Warrants and the Redemption Fair Market Value by (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinredemption fair market value.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 9.01(a) of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. The Seller, the Master Servicer or the Issuer shall furnish the Insurer and each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Master Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b5.02(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Master Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) The Debtor, at its option, at any time may redeem one or more of the Outstanding Notes in whole or in part. If the Debtor elects to redeem all or part of any Note, it shall notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed. The Debtor shall give the notice to the Trustee provided for in this Section 2.05 in the case of any redemption of the Notes, at least 25 days but not more than 65 days before the redemption date unless a shorter notice shall be satisfactory to the Trustee. (b) If less than all the Notes are to be redeemed, (i) the Debtor shall designate in writing to the Trustee the Notes or portions thereof to be redeemed or (ii) if the Debtor does not so designate or such method is prohibited by the rules of any securities exchange or quotation system on which the Notes are then listed or quoted, the Trustee shall select the Notes to be redeemed pro rata or by lot among classes of Notes and by lot within each class. The Debtor or the Trustee shall make the selection at least 20 days, but not more than 60 days, before the redemption date from Outstanding Notes not previously called for redemption. The Debtor or the Trustee may select for redemption Notes or portions of the principal amount of Notes that have denominations of $5,000 or larger but only in integral multiples of $1,000 of initial principal amounts. If the Trustee designates Notes or portions thereof for redemption, the Trustee shall notify the Debtor promptly of the Notes or portions thereof to be redeemed. (c) At least 20 days but not more than 60 days before a redemption date, the Trustee shall mail a notice of redemption by first-class mail, postage prepaid, to each Noteholder of Notes (or portion thereof) to be redeemed. The notice shall identify the Notes to be redeemed and shall state: (i) the redemption date; (ii) the Redemption Price; (iii) the name and address of the Trustee as paying agent; (iv) if fewer than all the Outstanding Notes are to be redeemed, the certificate number and principal amounts of the particular Notes to be redeemed; and (v) that interest, if any, on Notes (or portions thereof) called for redemption will cease to accrue on and after the redemption date. (d) The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice. In any case, failure to give such notice by mail or any defect in the event that notice to the Seller Noteholder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. At the Debtor's request, the Trustee shall give the notice of redemption in the Debtor's name. All redemption notices shall be at the Debtor's expense. (e) Once notice of redemption is given pursuant to this Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust2.05, the Notes are subject or portion of the Notes called for redemption become due and payable on the redemption date and at the Redemption Price. Upon the redemption date, such Notes shall be paid at the Redemption Price stated in the notice. (f) Prior to redemption in whole11:00 a.m., but not in partMountain Time, on the Distribution Date on which such repurchase occurs, for a purchase price equal one Business Day prior to the outstanding principalredemption date, and accrued interest on the Notes; provided, however, that Debtor shall deposit with the Issuer has Trustee into the Note Payment Account immediately available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of all Notes or portion of the Notes to be redeemed whereupon all such on that date other than Notes or portions of Notes called for redemption which prior thereto have been delivered by the Debtor to the Trustee for cancellation, and on or after the redemption date (unless the Debtor shall be due and payable default in the payment of the Notes at the Redemption Price), interest, if any, on the Redemption Date upon the furnishing Notes or portion of a notice complying with Section 10.02 Notes called for redemption shall cease to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indentureaccrue and, the proceeds of such sale shall be distributed except as provided in Section 5.068.02 below, to be entitled to any benefit or security under this Note Agreement, and the Noteholders thereof shall have no right in respect of such Notes (or portion thereof) except the right to receive the Redemption Price thereof. If The Trustee shall as promptly as practicable return to the Debtor from amounts on deposit in the Note Payment Account all funds so deposited by the Debtor that are not required to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to as the Redemption Date whereupon all such amounts shall be payable on the Redemption DatePrice. (cg) If (x) Upon partial redemption of a Note, the Pre-Funded Amount has not been reduced to zero Trustee shall make the appropriate entries on the Distribution Date on which Note Register to evidence such partial redemption and a new authorized denomination equal in principal amount to the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end unredeemed portion of the Funding PeriodNote. (h) or (y) Pursuant to this Note Agreement, any amounts held under this Note Agreement which are available to redeem Notes may instead be used by the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in Trustee at the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 direction of the Sale Debtor to purchase Outstanding Notes at the same times and Servicing Agreement, one or more classes subject to the same conditions (except as to price) as apply to the redemption of Notes. Any Notes then outstanding will purchased shall be redeemed, in whole or in part, as described in Section 7.07(c) of retired by the Sale Trustee and Servicing Agreement, in a principal amount described thereinshall no longer be deemed Outstanding hereunder.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the such Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredeemed. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale The Class A-4 Notes and Servicing Agreement purchases the corpus of the Trust, the Class B Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 4.01 of the Pooling Agreement. Such redemption shall occur on the any Distribution Date on which such repurchase occursafter all Class A-1 Notes, for a Class A-2 Notes and Class A-3 Notes have been paid in full. The purchase price for the Class A-4 Notes and Class B Notes to be redeemed shall be equal to the outstanding principalapplicable Redemption Price, and accrued interest on the Notes; provided, however, that provided the Issuer has available funds sufficient to pay such amountsamount. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Class A-4 Notes and Class B Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election thereof to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in into the Note Distribution Account Account, before the Redemption Date, the aggregate Redemption Price of the Class A-4 Notes and Class B Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In [Reserved.] (c) Within sixty days after the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided redemption in Section 5.06. If amounts are to be paid to Noteholders full pursuant to this Section 10.01(b)10.1 of any class of Notes, the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end provide each of the Funding Period) or (y) the Pre-Funded Amount has Rating Agencies with written notice stating that all of such Notes have been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the written direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on any Payment Date, following the Distribution Date on last day of a Collection Period as of which such repurchase occursthe Pool Balance is 10% or less of the Initial Pool Balance, for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer Issuing Entity has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer Issuing Entity shall furnish each Rating Agency to the Administrator notice of such redemption, and the Administrator shall make such notice available to the Rating Agencies. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer Issuing Entity shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer Issuing Entity shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer Issuing Entity shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Trust Depositor pursuant to Section 7.10 11.03 of the Sale Transfer and Servicing Agreement purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the sum of (i) the outstanding principal, and accrued interest on the Notes, plus (ii) the amount of Unreimbursed Servicer Advances (as defined in the Transfer and Servicing Agreement) (if any exist that have not been effectively waived and released by the Servicer) as well as accrued and unpaid monthly Servicing Fees (as defined in the Transfer and Servicing Agreement) to the date of repurchase; provided, however, that the Issuer has available funds sufficient to pay such amounts. SellerThe Originator, the Trust Depositor, the Servicer or the Issuer shall furnish each Rating Agency with notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish written notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price Date Amount of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish written notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Financial pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement Agreement, purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); provided, however, that the Issuer has available funds sufficient to pay such amounts. SellerFinancial, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in ---------- whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Transfer and Servicing Agreement, on the Distribution any Monthly Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amountsRedemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 50 days prior to the Redemption Date and the Issuer shall deposit or cause to be deposited by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the each Class of Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account and in the Class A-9 Interest Account and the Class A-9 Principal Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 40 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In 4.1 The Company may, subject to the event that the Seller pursuant to Section 7.10 conditions set forth herein, redeem some or all of the Sale and Servicing Agreement purchases Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the corpus Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) the closing bid price of the Trust, Company's Common Stock for each of the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) consecutive trading days prior to the Redemption Date date of the notice of redemption is at least $1.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events and (iii) all of the Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the Issuer shall deposit with time of mailing is the Indenture Trustee in the Note Distribution Account the Redemption Price "Effective Date of the Notes Notice". The Notice will state a redemption date not less than thirty (30) days nor more than sixty (60) days from the Effective Date of the Notice (the "Redemption Date"). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed whereupon all such Notes shall be due and payable on have first been set aside by the Redemption Date upon Company for the furnishing of a notice complying with Section 10.02 to each Holder benefit of the Notes. (b) In the event that the assets of the Trust are sold pursuant Warrant Holders so as to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06and continue to be available therefor. If amounts are The redemption price to be paid to Noteholders pursuant the Warrant Holders will be $.10 for each share of Common Stock of the Company to this Section 10.01(bwhich the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the "Redemption Price"), . The Warrant Holders may exercise their Warrants between the Servicer or Effective Date of the Issuer shall, to Notice and 5:00 p.m. Eastern Time on the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days business day immediately prior to the Redemption Date whereupon all Date, such amounts shall exercise being effective if done in accordance with Section 1 hereof, and if the Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date. (c) 4.2 If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period any Warrant Holder does not end wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal offices after receiving the Notice of Redemption required by this Section 4. If such Notice of Redemption shall have been so mailed, and if on a Distribution or before the Effective Date of the Notice all funds necessary to pay for redemption of the Warrants subject to redemption shall have been set aside by the Company for the benefit of such Warrant Holders, then, on and after said Redemption Date, on notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the first Distribution Date following obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the end right of the Funding Period) or (y) holder of each Warrant subject to redemption to receive the Pre-Funded Amount has been reduced Redemption Price for each share of Common Stock to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in which he would be entitled if he exercised the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 Warrant upon receiving notice of redemption of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinWarrant subject to redemption held by him.

Redemption. The Majority Residual Interest Holders (aas defined in the Trust Agreement) may, at their option, effect an early redemption of the Notes on or after any Distribution Date on which the Pool Principal Balance declines to 10% or less of the Maximum Collateral Amount. The Majority Residual Interest Holders shall effect such early redemption by purchasing all of the Loans at a price not less than the Termination Price. In connection with any such optional termination, to the event extent that sufficient proceeds are not available from the Seller sale of the Loans or the termination of the Trust, the Majority Residual Interest Holders will pay the outstanding fees and expenses, if any, of the Indenture Trustee, the Owner Trustee, the Co-Owner Trustee, the Issuer, the Custodian and the Servicer. Any such early redemption by the Majority Residual Interestholders shall be accomplished by depositing into the Collection Account on the Determination Date immediately preceding the Distribution Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 7.10 5.1(b)(1) of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to any amounts withdrawable therefrom by the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.1(b)(3) of the Sale and Servicing Agreement) shall be transferred to the Note Distribution Account pursuant to Section 5.1(b)(2) of the Sale and Servicing Agreement for distribution to Noteholders on the succeeding Distribution Date; and any amounts received with respect to the Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Distribution Date shall belong to the purchaser thereof. For purposes of calculating the Available Distribution Amount for such final Distribution Date, amounts transferred to the Note Distribution Account immediately preceding such final Distribution Date shall in a principal amount described thereinall cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.1(c) and 5.1(d) of the Sale and Servicing Agreement. The Servicer or the Issuer shall furnish the Rating Agencies notice of any such redemption in accordance with Section 10.02.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Seller pursuant provisions of this Section 2.03 and to Section 7.10 of the Sale and Servicing Agreement purchases extent permitted under the corpus of the Trust1940 Act, the Issuer may, at its option, redeem in whole or in part out of funds legally available therefor a series of Tortoise Notes are subject to redemption in whole, but not in partherein designated as (A) having a Rate Period of one year or less, on the Distribution Date on which Business Day after the last day of such repurchase occursRate Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to the date fixed for such redemption, for at a purchase redemption price equal to the outstanding principalaggregate principal amount, plus an amount equal to accrued but unpaid interest thereon (whether or not earned) to the date fixed for redemption ("Redemption Price"), or (B) having a Rate Period of more than one year, on any Business Day prior to the end of the relevant Rate Period by delivering a notice of redemption not less than 15 days and accrued interest on not more than 40 days prior to the Notesdate fixed for such redemption, at the Redemption Price, plus a redemption premium, if any, determined by the Board of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the designation of such Rate Period as set forth in Section 2.04 hereof; provided, however, that during a Rate Period of more than one year no series of Tortoise Notes will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved by the Board of Directors after consultation with the Broker-Dealers at the time of the designation of such Rate Period. Notwithstanding the foregoing, the Issuer shall not give a notice of or effect any redemption pursuant to this Section 2.03(a)(i) unless, on the date on which the Issuer intends to give such notice and on the date of redemption (a) the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer certain Deposit Securities with maturity or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee tender dates not later than 20 days prior the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price Holders of a series of Tortoise Notes by reason of the redemption of such Tortoise Notes to be redeemed whereupon all on such Notes shall be due date fixed for the redemption and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event Issuer would have Eligible Assets with an aggregate Discounted Value at least equal the Tortoise Notes Basic Maintenance Amount immediately subsequent to such redemption, if such redemption were to occur on such date, it being understood that the assets provisions of the Trust are sold pursuant to Section 5.03(bparagraph (d) of this Indenture, the proceeds of such sale Section 2.03 shall be distributed as provided applicable in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), such circumstances in the Servicer or event the Issuer shall, to makes the extent practicable, furnish notice of such event to deposit and takes the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateother action required thereby. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Servicer pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement Agreement, purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account one Business Day prior to the Redemption Date the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller CFUSA pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement Agreement, purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); provided, however, that the Issuer has available funds sufficient to pay such amounts. SellerCFUSA, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. 4.1 The Notes then in issue (so far as not converted under Part 2 of this Schedule 2) shall be redeemed at the principal amount together with interest on the Notes outstanding at the applicable Interest Rate on the earlier of the following dates: (a) the Tranche 1 Maturity Date, Tranche 2 Maturity date or Tranche 3 Maturity date (as applicable); or (b) in the event of a Change of Control, the date on which the consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares; or (c) following the occurrence of an Event of Default and the expiry of any applicable grace period applicable to such Event of Default as set out in paragraph 5 of this Part 1 of Schedule 2 (the date on which an Event of Default occurs or, if later, the relevant grace period (if any) expires, the “Acceleration Date”), the date specified in the relevant Redemption Notice; (the “Redemption Date”). 4.2 Subject to paragraph 4.12 below, in the event that Shareholder Approval has not been obtained on or before 7 August 2020, in addition to the amounts otherwise payable on the Redemption Date, each Noteholder holding any Tranche 1 Notes shall be entitled to be paid an additional sum on the Redemption Date, the amount of which shall be equal to the principal amount of the Tranche 1 Notes outstanding on 7 August, 2020 and held by such Noteholder in recognition of such Noteholder not being able to (i) participate in the equity of the Company through conversion of the Tranche 1 Notes, or (ii) benefit from any Warrants that were intended to be issued to such Tranche 1 Noteholder as part of the Transaction (such sum being the “Uplift Payment”). Notwithstanding the foregoing, in the event that Shareholder Approval has not been obtained on or before 7 August 2020, upon conversion of the Notes in accordance with Part 2 of Schedule 2, the Noteholder shall be entitled to the benefit of the Uplift Payment. In the event that the Seller Shareholder Approval has not been obtained on or before 7 August 2020 and a Noteholder did not attend (either in person or by proxy) any general meeting of the Company’s members called for the purposes of obtaining the Shareholder Approval and vote in favour of such Shareholder Approval with the entirety of all voting rights available to such Noteholder, such Noteholder shall cease to be entitled to the benefit of the Uplift Payment in any circumstances. 4.3 At any time after 7 August 2020, when (i) at least one Tranche 1 Noteholder is entitled to the Uplift Payment pursuant to Section 7.10 paragraph 4.2 above; (ii) the Closing Price is above the Tranche 1 Conversion Price; and (iii) the Company has authority from its shareholders to allot additional Ordinary Shares, the Company may at its discretion notify all (but not some) Tranche 1 Noteholders that it wishes to satisfy its obligations in respect of all or any portion of the Sale and Servicing Agreement purchases Uplift Payment by the corpus issuance of further Ordinary Shares pro rata to all Noteholder(s) (such Ordinary Shares being “Uplift Securities”) (such notice an “Uplift Allocation Notice”). 4.4 The amount of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are Uplift Payment to be redeemed satisfied by the Uplift Securities shall be calculated by: multiplying (x) being the number of Uplift Securities the Company wishes to issue, by (y) being the Tranche 1 Conversion Price (the “Uplift Reduction Amount”). 4.5 The Uplift Allocation Notice served pursuant to this Section 10.01(a)paragraph 4.3 above shall specify, at a minimum: (a) the Servicer or number of Uplift Securities the Issuer shall furnish notice of such election Company proposes to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.issue; (b) each Tranche 1 Noteholder’s current percentage holding of the aggregate voting rights in the Company; and (c) the issue date of the Uplift Securities (which shall in all cases be within 5 Business Days of the date the Uplift Allocation Notice was served). 4.6 In the event that: (a) there is only one Tranche 1 Noteholder, that Noteholder shall be automatically deemed to have subscribed for the maximum number of Uplift Securities as it is possible to subscribe without the Ownership Limit of that Tranche 1 Noteholder being exceeded; and (b) if there is more than one Tranche 1 Noteholder, each Tranche 1 Noteholder shall be automatically deemed to have subscribed (and such subscription shall be deemed satisfied out of each Tranche 1 Noteholder’s entitlement to the Uplift Payment) for such number of Uplift Securities as is determined pro rata to each Tranche 1 Noteholder’s proportionate entitlement to the Uplift Payment (provided that such amount does not result in the Ownership Limit being exceeded, and if it was to so result, such Tranche 1 Noteholder shall be required to subscribe for the maximum amount of Uplift Securities that such Tranche 1 Noteholder could receive without being in breach of the Ownership Limit, any excess Uplift Securities would then be allocated to each other Tranche 1 Noteholder (who would be deemed to subscribe for the same) pro rata to their entitlement to the Uplift Payment until either all Uplift Securities have been allocated amongst all Tranche 1 Noteholders or all Tranche 1 Noteholders have each reached the Ownership Limit), and in each case the Company shall issue such Uplift Securities (which shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the Conversion Date) within 5 Business Days of the Uplift Allocation Notice and the applicable Tranche 1 Noteholder’s entitlement to the Uplift Payment shall thereon be reduced by their proportion of the Uplift Reduction Amount. 4.7 At any time when (i) the Company has satisfied the entirety of its obligations in respect of the Uplift Payment through the issue of Uplift Securities pursuant to paragraphs 4.3 to 4.6 above (or the Uplift Payment has otherwise been discharged or waived); (ii) the Closing Price is above the Tranche 1 Conversion Price, and (iii) the Company has authority from its shareholders to allot additional Ordinary Shares; the Company may notify all (but not some) of the Tranche 1 Noteholders that it wishes to satisfy its obligations in respect of an amount of interest and/or principal under the Tranche 1 Notes by the issuance of further Ordinary Shares pro rata to all Tranche 1 Noteholders (such Ordinary Shares being “Pay Down Securities”) (such notice a “Pay Down Notice” and such process a “Pay Down Issue”). 4.8 The amount of principal and interest in respect of the Tranche 1 Notes to be satisfied by the issue of Pay Down Securities shall be calculated by: multiplying (x) being the number of Pay Down Securities the Company wishes to issue, by (y) being the Tranche 1 Conversion Price (the “Pay Down Reduction Amount”). 4.9 The Pay Down Notice served on each Tranche 1 Noteholder pursuant to paragraph 4.7 above shall specify, at a minimum: (a) the number of Pay Down Securities the Company proposes to issue; (b) each Tranche 1 Noteholder’s current percentage holding of the aggregate voting rights in the Company; and (c) the issue date of the Pay Down Securities (which shall in all cases be within 5 Business Days of the date the Pay Down Notice was served). 4.10 In the event that: (a) there is only one Tranche 1 Noteholder, that Tranche 1 Noteholder shall be automatically deemed to have subscribed for the maximum number of Pay Down Securities as it is possible to subscribe without the Ownership Limit of that Tranche 1 Noteholder being exceeded; and (b) there is more than one Tranche 1 Noteholder, each Tranche 1 Noteholder shall be automatically deemed to have subscribed (and such subscription shall be deemed satisfied out of each Tranche 1 Noteholder’s entitlement to principal and/or interest under the Notes) for the maximum amount of Pay Down Securities that such Tranche 1 Noteholder could receive without being in breach of the Ownership Limit, any excess Pay Down Securities would then be allocated to each other Tranche 1 Noteholder (who would be deemed to subscribe for the same) pro rata to their entitlement outstanding interest and/or principal under the Tranche 1 Notes until either all Pay Down Securities have been allocated amongst all Tranche 1 Noteholders or all Tranche 1 Noteholders have each reached the Ownership Limit, and in each case the Company shall issue such Pay Down Securities (which shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the Conversion Date) within 5 Business Days of the Pay Down Notice and the applicable Tranche 1 Noteholder’s entitlement to principal amount and/or interest shall thereon be reduced by their proportion of the Pay Down Reduction Amount. 4.11 At any time when (i) the Company has satisfied all principal and interest outstanding in respect of the Tranche 1 Notes by the issue of Pay Down Securities; (ii) the Closing Price is above the Tranche 2 Conversion Price, and (iii) the Company has authority from its shareholders to allot additional Ordinary Shares, the Company may serve a Pay Down Notice on the Tranche 2 Noteholders, notifying them it wishes to satisfy its obligations in respect of any interest and/or principal amount under the Tranche 2 Notes by way of a Pay Down Issue, and the provisions of the foregoing paragraphs 4.7 to 4.10 above shall apply mutatis mutandis in respect of any such Pay Down Issue in respect of the Tranche 2 Notes (and in such circumstances, for the avoidance of doubt, (y) for the purposes of calculating the Pay Down Reduction Amount pursuant to paragraph 4.8 shall be the Tranche 2 Conversion price). At any time when (i) the Company has satisfied all principal and interest outstanding in respect of the Tranche 2 Notes by the issue of Pay Down Securities; and (ii) the Company has authority from its shareholders to allot additional Ordinary Shares, the Company may serve a Pay Down Notice on the Tranche 3 Noteholders, notifying them it wishes to satisfy its obligations in respect of any interest and/or principal amount under the Tranche 3 Notes by way of a Pay Down Issue, and the provisions of the foregoing paragraphs 4.7 to 4.10 above shall apply mutatis mutandis in respect of any such Pay Down Issue in respect of the Tranche 3 Notes (and in such circumstances, for the avoidance of doubt, (y) for the purposes of calculating the Pay Down Reduction Amount in respect of Tranche 3 Notes pursuant to paragraph 4.8 shall be the weighted average of the Closing Price on the 5 Business Days immediately prior to the date on which the Pay Down Notice is served in respect of such Tranche 3 Notes). 4.12 In the event that (i) a Change of Control occurs on or prior to 7 August 2020 and Shareholder Approval has not been obtained on or prior to the assets date of such Change of Control; or (ii) Shareholder Approval has not been obtained on or before 7 August 2020 and following 7 August 2020 but prior to the Tranche 1 Maturity Date, the Company undergoes a Change of Control; in either case the Company shall pay or cause to be paid, within 3 Business Days of the Trust are sold date on which consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares, to each Noteholder, in addition to the sum payable pursuant to Section 5.03(bparagraph 4.1(b) of this IndenturePart 1 of Schedule 2, an additional sum, the proceeds amount of such sale which shall be distributed as provided in Section 5.06. If amounts are equal to be paid to Noteholders pursuant to this Section 10.01(bthe value of (a) minus ((b), (c) and (d)), where: (a) is the Servicer or the Issuer shallpro rata amount of consideration which would have been received by such Noteholder in consideration for their Ordinary Shares and Warrants (plus, to the extent practicablethey exist, furnish notice any Tranche 3 Notes held by such Noteholder but without double-counting in respect of the value of any Warrants that were converted into such Tranche 3 Notes by the Noteholder) on the Change of Control if that Shareholder Approval had been obtained on or prior to 7 August 2020 and as a result (i) all the Warrants held by such Noteholder as of the date of the Change of Control had become fully exercisable on or prior to 7 August 2020; and (ii) all Tranche 1 Notes held by such Noteholder as of the date of the Change of Control had automatically converted into Ordinary Shares upon receipt of the Shareholder Approval; and (b) is the aggregate of the principal amount of such event to the Indenture Trustee not later than 20 days Noteholder’s Tranche 1 Notes, together with any accrued but unpaid interest thereon held by such Noteholder immediately prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.Notes being redeemed pursuant to paragraph 4.1(b) of this Part 1 of Schedule 2; and (c) If (x) is the Pre-Funded Amount has not been reduced pro rata amount of consideration actually received or due to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on be received by such Distribution Date Noteholder pursuant to Section 7.07 2.10 of the Sale and Servicing AgreementWarrant Instrument in respect of Warrants held by such Noteholder as of the date of such Change of Control; and (d) is the pro rata amount of consideration actually received or due to be received by such Noteholder (whether on or prior to any Change of Control) in respect of any Ordinary Shares received by such Noteholder in exchange for Tranche 1 Notes pursuant to paragraphs 4.7 through 4.11 of this Schedule 2; (such sum being the “Change of Control Payment”). For the avoidance of doubt, one if any Noteholder becomes entitled to be paid the Change of Control Payment, such Noteholder shall cease to be entitled to the Uplift Payment pursuant to paragraph 4.2. 4.13 Subject to paragraph 6 if the Noteholder Majority wishes to redeem the Notes following an Acceleration Date, the Noteholder Majority shall give the Company written notice of the intention to exercise the right to redeem in accordance with the provisions of paragraph 4.1(b), together with confirmation on the date for such redemption (provided that such date may not occur earlier than the date falling 20 Business Days after the relevant Acceleration Date), conditional always on any such Event of Default not being remedied in the case of paragraph 4.1(c) (“Redemption Notice”). 4.14 A Redemption Notice shall (unless the Company agrees otherwise) be irrevocable. 4.15 For as long as the Subordination Agreement is in force, notwithstanding any of the provisions of paragraph 5 of this Part 1 of Schedule 2, the Notes cannot be redeemed or more classes repaid following an Acceleration Date until the applicable restriction in the Subordination Agreement has expired or been waived by the Senior Lenders; provided that such delay in payment shall constitute an additional Event of Default hereunder. 4.16 On the Redemption Date, the Company shall repay to all Noteholders the principal amount of the Notes then outstanding will be so redeemed, together with interest on such Notes outstanding at the applicable Interest Rate, and, if applicable, the Uplift Payment payable pursuant to paragraph 4.2. 4.17 If, on redemption of a Note, a Noteholder fails to deliver the Certificate for it, or an indemnity in whole accordance with these Conditions or to accept payment of moneys due to him, the Company shall pay the moneys due to him into bank account which payment shall discharge the Company from all further obligations in part, as described in Section 7.07(c) respect of the Sale Note. 4.18 The Company shall cancel any Notes repaid, redeemed or purchased and Servicing Agreement, in a principal amount described thereinshall not reissue them.

Redemption. (a) In the event that the Seller Servicer pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement Agreement, purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 7.08 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b9.02 of the Trust Agreement or Section 5.02(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (ai) The Partnership may, at any time, redeem in cash all or any portion of the Outstanding Class A Preferred Units (the “Voluntary Redemption Right”) as provided herein: (A) First, any Class A PIK Units shall be redeemed at the Class A Preferred Unit Price plus any accrued but unpaid dividends thereon; and (B) Second, any other Class A Preferred Units shall be redeemed at the Liquidation Value; provided that the aggregate Liquidation Value of Class A Preferred Units to be redeemed at any one time pursuant to this Section 5.10(h)(i)(B) must exceed $25,000,000. To the extent the Partnership exercises its Voluntary Redemption Right to redeem less than all Class A Preferred Units Outstanding, the number of Class A Preferred Units to be redeemed shall include a proportionate amount of Class A PIK Units from each Class A Preferred Holder and a proportionate amount of Class A Preferred Units from each Class A Preferred Holder. (ii) The Partnership shall provide written notice (the “Voluntary Redemption Notice”) to the Class A Preferred Holders not more than 45 days and not less than 10 days in advance of the expected Redemption Date set forth therein. Upon delivery of a Voluntary Redemption Notice, the Partnership shall be irrevocably obligated to redeem the Class A Preferred Units on the expected Redemption Date set forth in such notice. (A) If, at any time following the fifth anniversary of the Class A Closing Date, the VWAP Price for the thirty (30) trading days immediately preceding the date of delivery of the Convert/Redeem Notice (defined below) is in excess of $51.00, a Class A Preferred Holder may elect to convert no less than the Minimum Conversion Amount and no more than 33% of the Class A Preferred Units issued on the Class A Closing Date in any twelve (12) month period, by delivery of a written notice (the “Convert/Redeem Notice”) to the Partnership, setting forth the number of Class A Preferred Units to be converted, and (y) if such Class A Preferred Units are represented by certificates, a Class A Preferred Unit Certificate to the Transfer Agent representing an amount of Class A Preferred Units at least equal to the amount such Class A Preferred Holder is electing to convert (or an instruction letter to the Transfer Agent if the Class A Preferred Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent. The Convert/Redeem Notice, once delivered, shall be irrevocable. A Class A Holder shall be entitled to deliver no more than one (1) Convert/Redeem Notice per Quarter. (B) Upon receipt of a Convert/Redeem Notice, the Partnership will have the option, for a period of forty-five (45) days, to elect to redeem, by delivery of written notice to such Class A Holder, the Class A Preferred Units identified in the Convert/Redeem Notice at a price equal to (y) in the case of any Class A PIK Units, at the Class A Preferred Unit Price plus any accrued but unpaid dividends thereon and (z) in the case of any other Class A Preferred Units at the Liquidation Value, which shall be equal to the Class A Preferred Purchase Price plus the value of all accrued and unpaid distributions in respect of such Class A Preferred Units (i.e. the Conversion Rate shall be calculated without regard to any applicable MOIC). The Partnership’s election to redeem such Class A Preferred Units shall be irrevocable and the redemption shall be consummated no later than five (5) Business Days following delivery of the written notice of such election. (C) In the event that the Seller Partnership does not timely exercise its redemption right pursuant to Section 7.10 5.10(h)(iii)(B) above, the Class A Preferred Holder shall be delivered the Common Units issuable upon conversion of the Sale and Servicing Agreement purchases Class A Preferred Units identified in the corpus Convert/Redeem Notice no later than fifty (50) days following the delivery of the TrustConvert/Redeem Notice, provided that, for the purposes of such conversion, the Notes are subject to redemption in whole, but not in part, on Conversion Rate shall be calculated with the Distribution Date on which such repurchase occurs, for a purchase price Liquidation Value being equal to the outstanding principal, Class A Preferred Purchase Price plus the value of all accrued and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice unpaid distributions in respect of such redemptionClass A Preferred Units (i.e. the Conversion Rate shall be calculated without regard to any applicable MOIC) and the Conversion Price being equal to 92.5% of the VWAP Price for the thirty (30) trading days immediately preceding the Convert/Redeem Notice. If the Notes are to be redeemed pursuant to Other than as expressly set out in this Section 10.01(a5.10(h)(iii), the Servicer or the Issuer conversion effected through a Convert/Redeem Notice shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit be conducted in accordance with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided process set out in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date5.10(f) above. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are Fund shall determine to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedredeem, in whole or in part, as described in iMTP Shares pursuant to the optional redemption provisions of Section 7.07(c2.5(c) of the Sale Amendment, then the Fund shall give a Preliminary Notice of Redemption by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Servicing Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. In the event that the Fund requests the Calculation and Paying Agent, on behalf of the Fund, to deliver such Preliminary Notice of Redemption, the Fund shall deliver such Preliminary Notice of Redemption to the Calculation and Paying Agent in accordance with Section 2.04 of this Agreement. A Preliminary Notice of Redemption shall be sent to Holders not more than forty-five (45) calendar days prior to the anticipated optional redemption date specified in such Preliminary Notice of Redemption. Each such Preliminary Notice of Redemption shall state: (A) the date on which the optional redemption is anticipated to occur; (B) the Series and number of iMTP Shares expected to be redeemed; (C) the CUSIP number for iMTP Shares of such Series of iMTP Shares; and (D) the provisions of the Amendment under which such redemption is expected to be made. If fewer than all iMTP Shares held by any Holder are to be redeemed, the Preliminary Notice of Redemption delivered to such Holder shall also specify the number of iMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Preliminary Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.5(c) of the Amendment that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to elect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Preliminary Notice of Redemption. No defect in the Preliminary Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law. (b) If the Fund shall determine or be required to redeem, in whole or in part, iMTP Shares pursuant to any redemption provision of the Amendment, then (i) the Fund shall notify the Calculation and Paying Agent of the related Redemption Date and (ii) the Fund shall give a Notice of Redemption by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. In the event that the Fund requests the Calculation and Paying Agent, on behalf of the Fund, to deliver such Notice of Redemption, the Fund shall deliver such Notice of Redemption to the Calculation and Paying Agent in accordance with Section 2.04 of this Agreement. A Notice of Redemption shall be sent to Holders not more than forty-five (45) calendar days and not less than ten (10) calendar days prior to the date fixed for redemption in such Notice of Redemption. Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the Series and number of iMTP Shares to be redeemed; (C) the CUSIP number for the iMTP Shares of such Series; (D) the applicable Redemption Price on a per share basis; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the iMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of the Amendment under which such redemption is made. If fewer than all iMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of iMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.5(c) of the Amendment that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law. (c) At any time from and after the giving of a Notice of Redemption and prior to 12:00 noon, New York City time, on the Business Day immediately preceding the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund) (the “Redemption Date Deadline”), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the iMTP Shares to be redeemed on the Redemption Date, in accordance with the Amendment, and (B) give the Calculation and Paying Agent, subject to Section 2.02(d) of this Agreement, irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the iMTP Shares called for redemption on the Redemption Date. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is the Term Redemption Date, then such deposit of Deposit Securities shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date. For the avoidance of doubt, the Fund shall deposit such Deposit Securities not later than the Redemption Date Deadline notwithstanding anything to the contrary in the Amendment. (d) The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the iMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred and sixty five (365) calendar days from the date of redemption of the iMTP Shares shall, to the extent permitted by law, be repaid to the Fund upon receipt by the Calculation and Paying Agent of a principal written instruction from the Fund therefor, after which the Holders of the iMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. (e) All Deposit Securities transferred to the Calculation and Paying Agent for payment of the Redemption Price of the iMTP Shares called for redemption shall be held in trust by the Calculation and Paying Agent for the benefit of Holders of the iMTP Shares so to be redeemed until paid to such Holders in accordance with the terms hereof or returned to the Fund in accordance with the provisions of the Amendment and upon receipt by the Calculation and Paying Agent of a written instruction from the Fund therefor. (f) Upon the Calculation and Paying Agent’s receipt of the Fund’s deposit of Deposit Securities in accordance with the provisions of clause (c) above (provided, however, that payment in next-day funds at any time on a preceding Business Day shall be considered equivalent to payment in same-day funds on the next Business Day at the same time, and any payment made after 12:00 noon, New York City time, on any Business Day shall be considered to have been made instead in the same form of funds before 12:00 noon, New York City time, on the next Business Day), the Calculation and Paying Agent shall pay to the applicable Holder, pursuant to the Amendment, on the Redemption Date related thereto, the Redemption Price. The Redemption Price to be paid by the Calculation and Paying Agent to the Holder entitled thereto will be determined by the Fund as set forth in Section 2.5 of the Amendment and in respect of which the Fund has advised the Calculation and Paying Agent pursuant to the Notice of Redemption or otherwise. The Calculation and Paying Agent shall have no duty to determine the Redemption Price or other amounts due hereunder (except for the calculation of the regularly scheduled dividend amount) and, with respect to the Redemption Price, may rely on the amount described thereinthereof set forth in the Notice of Redemption or otherwise communicated by the Fund to the Calculation and Paying Agent. The Calculation and Paying Agent may conclusively presume that it may make any payment required to be made by it hereunder, whether in respect of dividends, Redemption Price or otherwise, without restriction of any kind, unless and until it shall have been notified otherwise by the Fund at least two (2) Business Days prior to the date scheduled for any such payment. (g) If fewer than all of the Outstanding iMTP Shares of a Series are to be redeemed pursuant to the Amendment, the number of iMTP Shares to be redeemed from the respective Holders shall be selected (i) pro rata among the Outstanding shares of such Series of iMTP Shares, (ii) by lot or (iii) in such other manner as the Board of Trustees may determine to be fair and equitable and that is in accordance with the 1940 Act; provided, in each such case, that such method of redemption shall be subject to any applicable procedures established by the Securities Depository. Subject to the Amendment, the Fund’s Board of Trustees will have the full power and authority to prescribe the terms and conditions upon which iMTP Shares will be redeemed from time to time. (h) Notwithstanding anything to the contrary herein or in the Amendment, the Fund may, in its sole discretion and without a shareholder vote, modify the procedures set forth in the Amendment with respect to notification of redemption for the iMTP Shares other than the ten-calendar-day minimum notice period set forth in Section 2.02(b), provided that such modification does not materially and adversely affect the Holders of the iMTP Shares or cause the Fund to violate any applicable law, rule or regulation; and provided further that no such modification shall in any way alter the rights or obligations of the Calculation and Paying Agent without its prior consent.

Redemption. (a) A Series of Notes shall be subject to redemption if and to the extent provided in the related Series Supplement. (b) Each Series of Notes shall be subject to redemption as set forth in this Section 10.1(b). In the event that the Seller pursuant to Section 7.10 of any breach of any of the representations and warranties set forth in Section 2.3 of the Trust Sale and Servicing Agreement purchases shall have a material adverse effect on the corpus Noteholders, then either the Indenture Trustee or the Holders of Notes evidencing not less than a majority in aggregate unpaid principal amount of the TrustControlling Class of each Series of Notes, by written notice to the Issuer and the Indenture Trustee may direct the Issuer to redeem all of the Notes are subject to redemption in whole, but not in part, then outstanding on the Distribution second Payment Date on which following the date of such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notesnotice (or such later date as may be specified in such notice); provided, however, that no such redemption shall be required to be made if on or prior to the earlier of the date the Redemption Notice is or is required to be sent to Noteholders, the representations and warranties set forth in Section 2.3 of the Trust Sale and Servicing Agreement are satisfied in all material respects and any material adverse effect on the Noteholders caused thereby shall have been cured. The Issuer shall promptly furnish a copy of such notice to the Transferor. (c) The redemption price for any Notes shall be equal to the applicable Redemption Price set forth in the related Series Supplement. The Issuer shall only be required to redeem Notes if it has available funds sufficient to pay such amountsamount. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of any such redemption. If the any Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election thereof to the Indenture Trustee not later than 20 10 days prior to the applicable Redemption Date and the Issuer shall deposit with into the Indenture Trustee in applicable Principal Funding Account, on or before the Note Distribution Account applicable Redemption Date, the aggregate Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the such Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredeemed. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Funding Period ends (or, if the funding Funding Period does not end on a Distribution Payment Date, on the first Distribution Payment Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Payment Date or Determination Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.7(a) of the Sale and Servicing Agreement, the Notes will be redeemed in part as described in Section 8.2(c)(ii) in a principal amount described therein.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Seller pursuant provisions of this Section 2.03 and to Section 7.10 of the Sale and Servicing Agreement purchases extent permitted under the corpus of the TrustInvestment Company Act, the Issuer may, at its option, redeem in whole or in part out of funds legally available therefor a series of Tortoise Notes are subject to redemption in whole, but not in partherein designated as (A) having a Rate Period of one year or less, on the Distribution Date on which Business Day after the last day of such repurchase occursRate Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to the date fixed for such redemption, for at a purchase redemption price equal to the outstanding principalaggregate principal amount, plus an amount equal to accrued but unpaid interest thereon (whether or not earned) to the date fixed for redemption (“Redemption Price”), or (B) having a Rate Period of more than one year, on any Business Day prior to the end of the relevant Rate Period by delivering a notice of redemption not less than 15 days and accrued interest on not more than 40 days prior to the Notesdate fixed for such redemption, at the Redemption Price, plus a redemption premium, if any, determined by the Board of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the designation of such Rate Period as set forth in Section 2.04 hereof; provided, however, that during a Rate Period of more than one year no series of Tortoise Notes will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved by the Board of Directors after consultation with the Broker-Dealers at the time of the designation of such Rate Period. Notwithstanding the foregoing, the Issuer shall not give a notice of or effect any redemption pursuant to this Section 2.03(a)(i) unless, on the date on which the Issuer intends to give such notice and on the date of redemption (a) the Issuer has available funds sufficient certain Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to pay Holders of a series of Tortoise Notes by reason of the redemption of such amounts. SellerTortoise Notes on such date fixed for the redemption and (b) the Issuer would have Eligible Assets with an aggregate Discounted Value at least equal the Tortoise Notes Basic Maintenance Amount immediately subsequent to such redemption, if such redemption were to occur on such date, it being understood that the provisions of paragraph (d) of this Section 2.03 shall be applicable in such circumstances in the event the Issuer makes the deposit and takes the other action required thereby. (ii) If the Issuer fails to maintain, as of any Valuation Date, Eligible Assets with an aggregate Discounted Value at least equal to the Tortoise Notes Basic Maintenance Amount or, as of the last Business Day of any month, the Servicer 1940 Act Tortoise Notes Asset Coverage, and such failure is not cured within ten Business Days following such Valuation Date in the case of a failure to maintain the Tortoise Notes Basic Maintenance Amount or on the Issuer shall furnish each Rating Agency notice last Business Day of the following month in the case of a failure to maintain the 1940 Act Tortoise Notes Asset Coverage as of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(alast Business Day (each an “Asset Coverage Cure Date”), the Servicer or the Issuer shall furnish notice Tortoise Notes will be subject to mandatory redemption out of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price funds legally available therefor. The aggregate principal amount of the Tortoise Notes to be redeemed whereupon all in such Notes shall circumstances will be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, equal to the extent practicablelesser of (A) the minimum principal amount of Tortoise Notes the redemption of which, furnish notice of such event if deemed to the Indenture Trustee not later than 20 days have occurred immediately prior to the Redemption Date whereupon all such amounts shall be payable opening of business on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution relevant Asset Coverage Cure Date, on would result in the first Distribution Date following Issuer having Eligible Assets with an aggregate Discounted Value at least equal to the end of Tortoise Notes Basic Maintenance Amount, or sufficient to satisfy 1940 Act Tortoise Notes Asset Coverage, as the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Datecase may be, in either case as of the relevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Tortoise Notes the redemption of which would have such result, all Tortoise Notes then Outstanding will be redeemed), and (B) the maximum principal amount of Tortoise Notes that can be redeemed out of funds expected to be available therefor on the Mandatory Redemption Date at the Mandatory Redemption Price set forth in subparagraph (a)(iii) of this Section 2.03. (iii) In determining the Tortoise Notes required to be redeemed in accordance with the foregoing Section 2.03(a)(ii), the Issuer shall allocate the aggregate principal amount of Tortoise Notes required to be redeemed to satisfy the Tortoise Notes Basic Maintenance Amount or the 1940 Act Tortoise Notes Asset Coverage, as the case may be, pro rata among the Holders of Tortoise Notes in proportion to the aggregate principal amount of Tortoise Notes they hold, by lot or by such other method as the Issuer shall deem equitable, subject to the further provisions of this subparagraph (iii). The Issuer shall effect any required mandatory redemption pursuant to subparagraph (a)(ii) of this Section 2.03 no later than 40 days after giving the Asset Coverage Cure Date (the “Mandatory Redemption Date”), except that if the Issuer does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, the aggregate principal amount of Tortoise Notes which would be required to be redeemed by the Issuer under clause (A) of subparagraph (a)(ii) of this Section 2.03 if sufficient funds were available, or the Issuer otherwise is unable to effect such redemption on or prior to any reductions in such Mandatory Redemption Date, the Pre-Funded Amount Issuer shall redeem those Tortoise Notes, and other Notes, on the earliest practicable date on which the Issuer will have such Distribution Date funds available, upon notice pursuant to Section 7.07 2.03(b) to record owners of the Sale Tortoise Notes to be redeemed and Servicing Agreement, one or more classes the Paying Agent. The Issuer will deposit with the Paying Agent funds sufficient to redeem the specified aggregate principal amount of Tortoise Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(cwith respect to a redemption required under subparagraph (a)(ii) of this Section 2.03, by 1:00 p.m., New York City time, of the Sale and Servicing Agreement, in a principal amount described therein.Business Day immediately preceding the

Redemption. (a) In Except upon the event that occurrence of a Default as in the Seller pursuant Indenture provided, the Bonds will not be subject to Section 7.10 any mandatory redemption, sinking fund or other obligation of the Sale and Servicing Agreement purchases Company to amortize, redeem or retire the corpus of the TrustBonds prior to maturity and, in any case, the Notes are subject to redemption in whole, but Bonds shall not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days redeemable prior to maturity at the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price option of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each any Holder of the NotesBonds. (b) (i) Bonds shall be redeemable, however, at the option of the Company subject to the requirements of the Indenture in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Bond Register by first class mail, mailed not less than 30 days but not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (such date fixed for redemption, the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) if, with respect to the Bonds of the Fortieth Series the Redemption Date is earlier than August 6, 2047, the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Redemption Date. In the event that the assets case of each partial redemption of the Trust are sold pursuant to Section 5.03(b) Bonds of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders Fortieth Series pursuant to this Section 10.01(b1.02(b)(i), the Servicer or principal amount of the Issuer shallBonds of the Fortieth Series to be redeemed shall be allocated by the Company among all of the Bonds of the Fortieth Series at the time outstanding in proportion, as nearly as practicable, to the extent practicable, furnish respective unpaid principal amounts thereof not theretofore called for redemption. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which the Redemption Price is to be calculated. Each such event notice of intention to redeem shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Bonds of the Fortieth Series to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the interest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the Company as to the Indenture Trustee not later than 20 days estimated Make-Whole Amount, if any, due in connection with such redemption (calculated as if the date of such notice were the Redemption Date), setting forth the details of such computation. Two Business Days prior to the Redemption Date whereupon all Date, the Company shall deliver to each Holder of such amounts shall be payable on Bonds, with a copy to the Corporate Trustee, a certificate of an officer specifying the calculation of such Make-Whole Amount, if any, as of the specified Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale On any interest payment date, and Servicing Agreement purchases the corpus of the Trustafter prior irrevocable notice as provided for below, the Notes are subject to redemption outstanding principal amount of this Debenture is redeemable, in whole, whole but not in part, on at 120% of par if the Distribution Date on which such repurchase occurs, following conditions are satisfied: (i) The closing bid price for a purchase price equal to the outstanding principal, and accrued interest on Common Stock averages at least $4.00 per share for the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 21 consecutive trading days prior to the Redemption Date irrevocable notice and the Issuer shall deposit with Common stock is listed or quoted on the Indenture Trustee National Market, the Small Cap System, AMEX or NYSE; (ii) the $4.00 bid price is supported by a minimum of 30 times fully diluted net earnings per share of Common Stock in the Note Distribution Account aggregate for the Redemption Price last four consecutive fiscal quarters preceding the date of irrevocable notice, excluding any extraordinary gains of the Notes to be redeemed whereupon all such Notes Borrower; (iii) the average (20 days) daily trading volume shall be due and payable on no less than 10,000 shares; and (iv) the Redemption Date Borrower shall have filed a registration statement covering the shares of Common Stock issuable upon the furnishing of a notice complying with Section 10.02 to each Holder conversion of the NotesDebentures. The foregoing earnings per share and bid price tests shall be duly adjusted for share splits, stock dividends, mergers, consolidations, and other recapitalizations. (b) In The Borrower may exercise this right to redeem prior to maturity by giving notice (the event that "Redemption Notice") thereof to the assets holder of this Debenture as such name appears on the books of the Trust are sold pursuant to Section 5.03(b) Borrower, which notice shall specify the terms of this Indenture, redemption (including the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(bplace at which the holder may obtain payment), the Servicer or total principal amount to be redeemed (such principal amount plus the Issuer shallpremium thereon herein called the "Redemption Amount") and the date for redemption (the "Redemption Date"), which date shall not be less than 90 days nor more than 120 days after the date of the notice. On the Redemption Date, the Borrower shall pay all accrued unpaid interest on the Debenture up to and including the Redemption Date, and shall pay to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior holder a dollar amount equal to the Redemption Date whereupon all such amounts shall be payable Amount. In the case of Debentures called for redemption, the conversion rights will expire at the close of business on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. Shares of RP shall be redeemable by the Trust as provided below: (a) In To the event that extent permitted under the Seller pursuant to Section 7.10 1940 Act and Massachusetts law, upon giving a Notice of the Sale and Servicing Agreement purchases the corpus of the TrustRedemption, the Notes are subject to redemption Trust at its option may redeem shares of RP, in whole, but not whole or in part, on the Distribution next succeeding scheduled Dividend Payment Date on which such repurchase occursapplicable to those shares of RP called for redemption, for out of funds legally available therefor, at a purchase redemption price equal to $100,000 per share plus an amount equal to dividends thereon (whether or not earned or declared) accumulated but unpaid to the date fixed for redemption plus the premium, if any, resulting from the designation of a Premium Call Period; provided that, no share of RP shall be subject to redemption pursuant to this paragraph 4(a) on any Dividend Payment Date during a Non-Call Period to which it is subject. The Trust may not give a Notice of Redemption relating to an optional redemption as described in paragraph 4(a) unless, at the time of giving such Notice of Redemption, the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a Discounted Value not less than the amount due to Beneficial Owners by reason of the redemption of their shares of RP on such redemption date. (b) The Trust shall redeem, out of funds legally available therefor, at a redemption price of $100,000 per share plus accumulated but unpaid dividends (whether or not earned or declared) to the date fixed by the Board of Trustees for redemption plus the premium, if any, resulting from the designation of a Premium Call Period, certain of the shares of RP to the extent permitted under the 1940 Act and Massachusetts law, if the Trust fails to maintain the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage and such failure is not cured on or before the RP Basic Maintenance Cure Date or the 1940 Act Cure Date (herein referred to respectively as the "Cure Date"), as the case may be. The number of shares of RP to be redeemed shall be equal to the lesser of (i) the minimum number of shares of RP the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all other Preferred Shares subject to redemption or retirement, would result in the satisfaction of the RP Basic Maintenance Amount or the 1940 Act Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of RP and other Preferred Shares the redemption of which would have such result, all shares of RP then outstanding principalshall be redeemed), and accrued interest (ii) the maximum number of shares of RP, together with all other Preferred Shares subject to redemption or retirement that can be redeemed out of funds expected to be legally available therefor. In determining the number of shares of RP required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed to satisfy the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage, as the case may be, pro rata among shares of RP, Other RP and other Preferred Shares subject to redemption provisions similar to those contained in this paragraph 4(b), except as set forth in Section 12.2 of these By-laws. The Trust shall effect such redemption not later than 45 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of shares of RP and other Preferred Shares which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 45 days after such Cure Date, the Trust shall redeem those shares of RP and other Preferred Shares which it was unable to redeem on the Notes; provided, however, that the Issuer has available funds sufficient earliest practicable date on which it is able to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of effect such redemption. If Any share of RP shall be subject to mandatory redemption regardless of whether such share is subject to a Non-Call Period provided that shares of RP subject to a Non-Call Period will only be subject to redemption to the Notes extent that the other shares of RP are not available to satisfy the number of shares required to be redeemed. In such event, such shares subject to a Non-Call Period will be selected for redemption in an ascending order of outstanding Non-Call Period (with shares with the lowest number of days remaining in the period to be called first) and by lot in the event of equal outstanding Non-Call Periods. (c) Subject to paragraph 4(d) of this Part I, if fewer than all the outstanding shares of RP are to be redeemed pursuant to this Section 10.01(a)paragraph 4, the Servicer number of shares of RP so to be redeemed shall be a whole number of shares and shall be determined by the Board of Trustees, and the Trust shall give a Notice of Redemption as provided in paragraph 4(e) of this Section 12.1, provided that no share of RP will be subject to optional redemption on any Dividend Payment Date during a Non-Call Period to which it is subject and shares of RP subject to a Non-Call Period will be subject to mandatory redemption only on the basis described under Paragraph 4(b) of this Part I. Unless certificates representing shares of RP are held by Holders other than the Securities Depository or its nominee, the Issuer Securities Depository upon receipt of such notice, shall furnish determine by lot the number of shares of RP to be redeemed from the account of each Agent Member (which may include an Agent Member, including a Remarketing Agent, holding shares for its own account) and notify the Paying Agent of such determination. The Paying Agent, upon receipt of such notice, shall in turn determine by lot the number of shares of RP to be redeemed from the accounts of the Beneficial Owners of the shares of RP whose Agent Members have been selected by the Securities Depository and give notice of such election determination to the Indenture Trustee Remarketing Agents. In doing so, the Paying Agent may determine that shares of RP shall be redeemed from the accounts of some Beneficial Owners, which may include the Remarketing Agents, without shares of RP being redeemed from the accounts of other Beneficial Owners. (d) Notwithstanding paragraph 4(c) of this Part I, if any certificates representing shares of RP are held by Holders other than the Securities Depository or its nominee, then the shares of RP to be redeemed shall be selected by the Trust by lot. (e) Any Notice of Redemption with respect to shares of RP shall be given (A) in the case of a redemption pursuant to paragraph 4(a) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any other Holder) and the Remarketing Agents by telephone, not later than 20 days 1:00 p.m. New York City time (and later confirmed in writing) on (i) the Settlement Date in the case of a partial redemption of the shares of RP, (ii) the Tender Date in the case of a redemption in whole of the shares of RP or (iii) during a Non-Payment Period, the later of the Dividend Payment Date or the seventh day prior to the Redemption Date earliest date upon which any such redemption may occur and the Issuer shall deposit with the Indenture Trustee (B) in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing case of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold mandatory redemption pursuant to Section 5.03(bparagraph 4(b) of this IndenturePart I, by the Trust to the Paying Agent, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)Securities Depository (and any Holder) and the Remarketing Agents, the Servicer or the Issuer shallby telephone, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable 1:00 p.m., New York City time (and later confirmed in writing) on the Redemption Date. (c) If (x) third Business Day preceding the Pre-Funded Amount has redemption date established by the Board of Trustees and specified in such notice. In the case of a partial redemption of the shares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not been reduced to zero later than the close of business on the Distribution Date Business Day on which the Funding Period ends Paying Agent determines the shares to be redeemed, as described in paragraph 4(c) of this Part I (or, if certificates are held by persons other than the funding Period does Securities Depository, not end on a Distribution Date, later than the close of business on the first Distribution Date Business Day immediately following the end day on which the Paying Agent receives a Notice of Redemption from the Trust). Such telephonic notice shall be confirmed in writing to the Remarketing Agents, the Securities Depository and to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which the Paying Agent determines the shares to be redeemed. In the case of a redemption in whole of the Funding Periodshares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which it receives a Notice of Redemption from the Trust. Such telephonic notice shall be confirmed promptly in writing to each Beneficial Owner of shares of RP called for redemption, the Remarketing Agents and the Securities Depository not later than the close of business on the second Business Day following the day on which the Paying Agent receives a Notice of Redemption. (f) or Every Notice of Redemption and other redemption notice shall state: (yi) the Preredemption date; (ii) the number of shares of RP to be redeemed; (iii) the redemption price; (iv) that dividends on the shares of RP to be redeemed shall cease to accumulate as of such redemption date; and (v) the provision of the Declaration of Trust or the By-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date laws pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.which such shares are being

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occurs, for a the Servicer exercises its option to purchase price equal the assets of the Issuer pursuant to the outstanding principalsaid Section 9.1(a), and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes plus accrued and unpaid interest thereon and the Certificate Balance. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Payment Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer on or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Pre-Funding Period ends (or, if the funding Pre-Funding Period does not end on a Distribution Payment Date, on the first Distribution Date following the end of the Funding Period) or (yimmediately succeeding Payment Date) the Remaining Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in withdrawn from the Pre-Funded Amount on such Distribution Date Funding Account and deposited to the Collection Account by the Indenture Trustee at the direction of the Servicer pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c4.8(b) of the Sale and Servicing Agreement, in the Remaining Pre-Funded Amount shall be treated as a principal amount described thereinpart of the Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principalServicer under the Sale and Servicing Agreement, all amounts due to the Backup Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption(including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(b9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. Section 4.1. On not less than fifteen (a15) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trustdays notice given at any time, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principalif, and accrued interest only if the Approval Date and the Registration Date each have occurred on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will this Note may be redeemed, in whole or in part, as described in Section 7.07(c) at the option of the Sale and Servicing AgreementPayor, in at a redemption price (the "Redemption Price") equal to (i) 100% of the principal amount described thereinof the Note at the time outstanding and (ii) accrued interest on the Note unpaid as of the Redemption Date. The date fixed for redemption of this Note, or a portion thereof, is referred to herein as the "Redemption Date." Section 4.2. In the event that not all of the New Notes are to be redeemed, the Payor shall select the New Notes, or portions thereof, to be redeemed on either a pro rata basis or by lot, or such other method as is fair and appropriate. The Company may select for redemption portions of New Notes that have denominations in integral multiples of $1,000. Section 4.3. The notice of redemption shall specify (i) the principal amount of the Note to be redeemed, (ii) the Redemption Price, (iii) the Redemption Date, (iv) the place where the Note shall be delivered and the redemption price paid, and (v) that the right to convert the Note shall have terminated as of the business day immediately preceding the Redemption Date. No failure Section 4.4. On and after the Redemption Date, Holders of the Notes shall have no further rights with respect to the portion of the Note redeemed except to receive, upon surrender of the Note, the Redemption Price. Section 4.5. From and after the Redemption Date, the Payor shall, at the place specified in the notice of redemption, upon presentation and surrender to the Payor by or on behalf of the Holder thereof of one or more Notes to be redeemed, deliver or cause to be delivered to or upon the written order of such Holder a sum in cash equal to the Redemption Price of each such Note. From and after the Redemption Date such Notes shall expire and become void and all rights hereunder shall cease, except the right to receive payment of the Redemption Price and, if the Note is redeemed only in part, to receive a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principal, Servicer under the Sale and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. SellerServicing Agreement, the Servicer or unpaid principal amount of the Issuer shall furnish each Rating Agency notice of such redemptionNotes plus all accrued and unpaid interest (including any overdue interest) thereon, the Certificate Balance plus all accrued and unpaid interest (including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee and the Rating Agencies not later than 20 thirty (30) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(b9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee and the Rating Agencies not later than 20 twenty (20) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. Shares of RP shall be redeemable by the Trust as provided below: (a) In To the event that extent permitted under the Seller pursuant to Section 7.10 1940 Act, upon giving a Notice of the Sale and Servicing Agreement purchases the corpus of the TrustRedemption, the Notes are subject to redemption Trust at its option may redeem shares of any series of RP, in whole, but not whole or in part, on the Distribution next succeeding scheduled Dividend Payment Date applicable to those shares of RP called for redemption, out of funds legally available therefor, at the Optional Redemption Price per share; provided that no share of RP shall be subject to redemption pursuant to this paragraph 4(a) on any Dividend Payment Date during (A) the Initial Dividend Period with respect to such share or (B) a Non-Call Period to which such repurchase occurs, for share is subject; and provided further that the Trust shall effect no redemption pursuant to this paragraph 4(a) if as a purchase price result of such redemption the Trust shall have failed to maintain S&P Eligible Assets and Mood▇'▇ ▇▇▇gible Assets with an aggregate Discounted Value at least equal to the outstanding principalRP Basic Maintenance Amount or to maintain the 1940 Act RP Asset Coverage. For so long as S&P rates any series of RP, the Trust may not give a Notice of Redemption relating to an optional redemption as described in paragraph 4(a) unless, at the time of giving such Notice of Redemption, the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and accrued interest having a Discounted Value not less than the amount due to Holders by reason of the redemption of shares of such series of RP on such redemption date. (b) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, certain of the shares of RP, to the extent permitted under the 1940 Act, if the Trust fails to maintain S&P Eligible Assets and Mood▇'▇ ▇▇▇gible Assets with an aggregate Discounted Value at least equal to the RP Basic Maintenance Amount or to maintain the 1940 Act RP Asset Coverage and such failure is not cured on or before the RP Basic Maintenance Cure Date or the 1940 Act Cure Date (each herein referred to as a "Cure Date"), as the case may be. The number of shares of RP to be redeemed shall be equal to the lesser of (i) the minimum number of shares of all series of RP the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Notes; providedCure Date, howevertogether with all other Preferred Shares subject to redemption or retirement, would result in the satisfaction of the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of all series of RP and other Preferred Shares the redemption of which would have such result, all shares of all series of RP then outstanding shall be redeemed) and (ii) the maximum number of shares of RP, together with all other Preferred Shares subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor. In determining the Issuer has available funds sufficient number of shares of RP required to pay such amounts. Sellerbe redeemed in accordance with the foregoing, the Servicer Trust shall allocate the number required to be redeemed to satisfy the RP Basic Maintenance Amount or the Issuer 1940 Act RP Asset Coverage, as the case may be, pro rata among shares of all series of RP and other Preferred Shares (as determined by the liquidation preferences of such series of RP and other Preferred Shares) subject to redemption provisions similar to those contained in this paragraph 4(b). The Trust shall furnish each Rating Agency notice effect such redemption not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of shares of all series of RP and other Preferred Shares which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those shares of all series of RP and other Preferred Shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If Any share of RP shall be subject to mandatory redemption regardless of whether such share is subject to a Non-Call Period, provided that shares of RP subject to a Non-Call Period will only be subject to redemption to the Notes extent that the other shares of such series of RP not subject to a Non-Call Period or other Preferred Shares are not available to satisfy the number of shares required to be redeemed. In such event, such shares subject to a Non-Call Period will be selected for redemption in an ascending order of outstanding Non-Call Period (with shares with the lowest number of days remaining in the respective Dividend Period to be called first) and by lot in the event of equal outstanding Non-Call Periods. (c) Subject to paragraph 4(d) of this Part I of Section 12.1, if fewer than all the outstanding shares of any series of RP are to be redeemed pursuant to this Section 10.01(a)paragraph 4, the Servicer number of such shares of such series of RP so to be redeemed shall be a whole number of shares and shall be determined by the Trustees, and the Trust shall give a Notice of Redemption as provided in paragraph 4(e) of this Part I, provided that no such share of RP will be subject to optional redemption on any Dividend Payment Date during a Non-Call Period to which it is subject and shares of RP subject to a Non-Call Period will be subject to mandatory redemption only on the basis described under paragraph 4(b) of this Part I. Unless certificates representing shares of RP are held by Holders other than the Securities Depository or its nominee, the Issuer Securities Depository, upon receipt of such notice, shall furnish determine by lot (or otherwise in accordance with procedures in effect at the time which shall be consistent with the 1940 ▇▇▇) ▇▇e number of shares of such series of RP to be redeemed from the account of each Agent Member (which may include an Agent Member, including a Remarketing Agent, holding shares for its own account) and notify the Paying Agent of such determination. The Paying Agent, upon receipt of such notice, shall in turn determine by lot the number of shares of such series of RP to be redeemed from the accounts of the Beneficial Owners of the shares of such series of RP whose Agent Members have been selected by the Securities Depository and give notice of such election determination to the Indenture Trustee Remarketing Agents. In doing so, the Paying Agent may determine that shares of RP shall be redeemed from the accounts of some Beneficial Owners, which may include the Remarketing Agents, without shares of RP being redeemed from the accounts of other Beneficial Owners. (d) Notwithstanding paragraph 4(c) of this Part I, if any certificates representing shares of any series of RP are held by Holders other than the Securities Depository or its nominee, then the shares of such series of RP to be redeemed shall be selected by the Paying Agent by lot. (e) Any Notice of Redemption with respect to shares of RP shall be given (A) in the case of a redemption pursuant to paragraph 4(a) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any other Holder) and the Remarketing Agents, by telephone, not later than 1:00 p.m. New York City time (and later confirmed in writing) not less than 20 nor more than 30 days prior to the Redemption Date earliest date upon which any such redemption may occur and (B) in the case of a mandatory redemption pursuant to paragraph 4(b) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any other Holder) and the Issuer shall deposit with Remarketing Agents, by telephone, not later than 1:00 p.m., New York City time (and later confirmed in writing) not less than 20 nor more than 30 days prior to the Indenture Trustee redemption date established by the Trustees and specified in such notice. In the Note Distribution Account the Redemption Price case of a partial redemption of the Notes shares of any series of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day on which the Paying Agent determines the shares to be redeemed, as described in paragraphs 4(c) and 4(d) of this Part I of Section 12.1 (or, during a Non-Payment Period with respect to such shares, not later than the close of business on the Business Day immediately following the day on which the Paying Agent receives a Notice of Redemption from the Trust). Such telephonic notice shall be confirmed promptly in writing to the Remarketing Agents, the Securities Depository and each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which the Paying Agent determines the shares to be redeemed. In the case of a redemption in whole of the shares of any series of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which it receives a Notice of Redemption from the Trust. Such telephonic notice shall be confirmed promptly in writing to each Beneficial Owner of shares of RP called for redemption, the Remarketing Agents and the Securities Depository not later than the close of business on the second Business Day following the day on which the Paying Agent receives a Notice of Redemption. (f) Every Notice of Redemption and other redemption notice shall state: (i) the redemption date; (ii) the number of shares of RP to be redeemed; (iii) the redemption price; (iv) that dividends on the shares of RP to be redeemed whereupon all shall cease to accumulate as of such Notes redemption date; and (v) the provision of the Declaration of Trust or the By-laws pursuant to which such shares are being redeemed. In addition, notice of redemption given to a Beneficial Owner by the Paying Agent shall state the CUSIP number, if any, of the shares of RP to be due redeemed and payable on the manner in which the Beneficial Owners of such shares may obtain payment of the redemption price. No defect in the Notice of Redemption Date upon or other redemption notice or in the furnishing transmittal or the mailing thereof shall affect the validity of the redemption proceedings, except as required by applicable law. The Paying Agent shall use its reasonable efforts to cause the publication of a notice complying with Section 10.02 to each Holder Notice of Redemption in an Authorized Newspaper within two Business Days of the Notesdate of the Notice of Redemption, but failure so to publish such notification shall not affect the validity or effectiveness of any such redemption proceedings. (bg) On any redemption date, the Trust shall deposit, irrevocably in trust, in same-day funds, with the Paying Agent, by 12:00 noon, New York City time, the Optional Redemption Price or Mandatory Redemption Price, as the case may be, for each share of RP called for redemption. (h) In connection with any redemption, upon the event that giving of a Notice of Redemption and the assets deposit of sufficient funds necessary for such redemption with the Paying Agent in accordance with this paragraph 4, shares of RP so called for redemption shall no longer be deemed outstanding for any purpose and all rights of the Trust are sold pursuant Holders of shares of RP so called for redemption shall cease and terminate, except the right of the Holders thereof to Section 5.03(breceive the Optional Redemption Price or the Mandatory Redemption Price, as the case may be, but without any interest or other additional amount (except as provided in paragraph 3(k) of this IndenturePart I of Section 12. 1) . The Trust shall be entitled to receive from the Paying Agent, promptly after the proceeds date fixed for redemption, any cash deposited with the Paying Agent as aforesaid in excess of the sum of (i) the aggregate redemption price of the shares of RP called for redemption on such date and (ii) all other amounts to which Holders of shares of RP called for redemption may be entitled. The Trust shall be entitled to receive, from time to time after the date fixed for redemption, any interest on any funds deposited in respect of such sale shall be distributed as provided in Section 5.06redemption. If amounts Any funds so deposited with the Paying Agent which are to be paid to Noteholders pursuant to this Section 10.01(b), unclaimed at the Servicer or the Issuer end of ninety days from such redemption date shall, to the extent practicablepermitted by law, furnish notice be repaid to the Trust, after which time the Holders of shares of RP so called for redemption shall look only to the Trust for payment of the redemption price and all other amounts to which they may be entitled. For so long as S&P rates any series of RP, if any such unclaimed funds relating to shares of such event series of RP are repaid to the Indenture Trustee not later Trust, the Trust shall invest such unclaimed funds in Deposit Securities with a maturity of no more than 20 days prior to the Redemption Date whereupon all one Business Day until such amounts shall be payable on the Redemption Datetime as there are no unclaimed funds. (ci) If To the extent that any redemption for which Notice of Redemption has been given is not made by reason of the absence of legally available funds therefor, such redemption shall be made as soon as practicable to the extent such funds become available. Failure to redeem shares of RP shall be deemed to exist at any time after the date specified for redemption in a Notice of Redemption when the Trust shall have failed, for any reason whatsoever, to deposit funds with the Paying Agent pursuant to paragraph 4(g) of this Part I of Section 12.1 with respect to any shares for which such Notice of Redemption has been given. (xj) Notwithstanding any of the Pre-Funded foregoing provisions of this paragraph 4, the Remarketing Agents may, in their sole discretion, modify the procedures set forth above with respect to notification of redemption, provided that any such modification does not adversely affect any Holder of shares of RP or materially alter the obligations of the Paying Agent or the Fund; and further provided that the Trust receives written confirmation from S&P or Mood▇'▇ that any such modification would not impair the ratings then assigned by S&P or Mood▇'▇ ▇▇ shares of any series of RP. (k) In effecting any redemption pursuant to this paragraph 4, the Trust shall use all reasonable efforts to satisfy all applicable procedural conditions precedent to effecting such redemption under the 1940 Act and Massachusetts law. (l) Notwithstanding the foregoing, (i) no share of RP may be redeemed pursuant to paragraph 4(a) of this Part I of Section 12.1 unless the full amount of accumulated but unpaid dividends to the date fixed for redemption for each such share of RP called for redemption shall have been declared, and (ii) no share of RP may be redeemed unless all outstanding shares of such series of RP are simultaneously redeemed, nor may any shares of RP be purchased or otherwise acquired by the Trust except in accordance with a purchase offer made on substantially equivalent terms by the Trust for all outstanding shares of RP, unless, in each such instance, dividends (other than dividends, if any, to be paid pursuant to paragraph 3(k) or 3(1) of this Part I of Section 12.1 which have not yet become due and payable) on all outstanding shares of RP through the most recent Dividend Payment Date shall have been paid or declared and sufficient funds for the payment thereof deposited with the Paying Agent. (m) Except as set forth in this paragraph 4 with respect to redemptions and subject to paragraph 4(1) of this Part I of Section 12.1, nothing contained herein shall limit any legal right of the Trust or any affiliate to purchase or otherwise acquire any share of RP at any price. Any shares of RP which have been redeemed, purchased or otherwise acquired by the Trust or any affiliate thereof may be resold if, after the resale, the Trust has Mood▇'▇ ▇▇▇gible Assets with an aggregate Discounted Value equal to or greater than the RP Basic Maintenance Amount has not been reduced as provided in Paragraph 8(a) of this Part I of Section 12.1. In lieu of redeeming shares called for redemption, the Trust shall have the right to zero arrange for other purchasers to purchase from Holders all shares of RP to be redeemed pursuant to this paragraph 4, except those shares of RP to be redeemed pursuant to paragraph 4(b) of this Part I of Section 12.1, by their paying to such Holders on or before the close of business on the Distribution Date on which redemption date an amount equal to not less than the Funding Period ends (or, if redemption price payable by the funding Period does not end on a Distribution Date, Trust on the first Distribution Date following redemption of such shares, and the end obligation of the Funding Period) or (y) the Pre-Funded Amount has been reduced Trust to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on pay such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.redemption price shall

Redemption. (a) In The Class A-3 Notes and the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Class B Notes are subject to redemption shall be redeemed in whole, but not in part, on the any Distribution Date after the Class A-1 Notes and the Class A-2 Notes have been paid in full on which such repurchase occurs, for a the Servicer exercises the option to purchase price equal the Owner Trust Estate pursuant to Section 9.01(a) of the outstanding principal, Sale and accrued interest on the NotesServicing Agreement; provided, however, that such purchase is subject to such payment resulting in the Issuer has having available funds sufficient to pay such amounts(i) all amounts due pursuant to Section 5.04(b)(i) of the Sale and Servicing Agreement and (ii) the aggregate Redemption Price for the Class A-3 Notes and the Class B Notes. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Class A-3 Notes and the Class B Notes are to be redeemed pursuant to this Section 10.01(a)10.01, the Servicer or the Issuer shall furnish notice of such election redemption to the Indenture Trustee not later than 20 15 days prior to the Redemption Date Date, and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Collection Account not later than two Business Days prior to the Redemption Date the Redemption Price of the Class A-3 Notes to be redeemed and the Redemption Price of the Class B Notes to be redeemed, whereupon all such Class A-3 Notes and Class B Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 11.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 11.1(a), for a purchase price at least equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Note Insurer and the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date and the Issuer Servicer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all at least one Business Day prior to the Redemption Date. If the Servicer fails to so deposit the Redemption Price with the Trustee at least one Business Day prior to the Redemption Date, such Notes redemption shall be deemed to be automatically rescinded and the Noteholders shall receive the payments of interest and principal that would be due and payable to the Noteholders on such Payment Date as if such option to redeem the Redemption Date upon Notes had never been exercised. For the furnishing avoidance of any doubt, no Event of Default shall occur solely as a notice complying with Section 10.02 to each Holder result of the Notessuch rescission. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this IndentureIf, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Mandatory Redemption Date. (c) If (x) , the Pre-Funded Amount has not been reduced is greater than zero after giving effect to zero the purchase of all Subsequent Receivables during the Funding Period, including any such purchase on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end last day of the Funding Period) or (y) , the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, Class A-1 and Class A-2 Notes will be redeemed in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date part pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.8(a)(ii) of the Sale and Servicing Agreement, Agreement in a principal an amount described thereinequal to the Note Prepayment Amount.

Redemption. Capitalised terms in this Condition 5 have the same meaning given in the Supplementary Terms Notice unless otherwise defined in this document. (aA) In the event MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A-1 NOTES, THE CLASS A-2 NOTES AND THE A$ NOTES The Class A-2 Notes shall be subject to mandatory redemption in part on any Quarterly Payment Date if on that the Seller pursuant date there are any Principal Collections (as defined below) available to Section 7.10 be distributed in relation to such Class A-2 Notes. The principal amount so redeemable in respect of each Class A-2 Note prior to enforcement of the Sale and Servicing Agreement purchases Security Trust Deed (each a "PRINCIPAL PAYMENT") on any Quarterly Payment Date shall be the corpus amount available for payment in respect of the Trust, the Class A-2 Notes are subject to redemption as set out in whole, but not in part, Condition 5(b) on the Distribution day which is two Business Days prior to the Quarterly Payment Date (the "QUARTERLY DETERMINATION DATE") divided by the aggregate Invested Amount of all Class A-2 Notes, multiplied by the Invested Amount of that Note, provided always that no Principal Payment on which such repurchase occurs, for a purchase price Class A-2 Note on any date may exceed the amount equal to the outstanding principalInvested Amount of that Class A-2 Note at that date, less amounts charged off as at that date and accrued interest not to be reinstated on the Notes; providednext Quarterly Payment Date, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable charged off on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Quarterly Payment Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(cCondition 5(c) (that reduced amount being the "STATED AMOUNT" of that Class A-2 Note). Notice of amounts to be redeemed will be provided by the Manager to the Issuer, the Calculation Agent, the Principal Paying Agent and the Note Trustee. Following notification of the Sale amount to be redeemed for each Quarterly Payment Date, the Manager will determine the Bond Factor for the Class A-2 Notes as of such Quarterly Payment Date and Servicing Agreementwill notify the Issuer, in a principal the Calculation Agent, the Principal Paying Agent and the Note Trustee of this amount described thereinand shall cause the Bond Factor to be published pursuant to Condition 12.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principalServicer under the Sale and Servicing Agreement, all amounts due to the Backup Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption(including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee and the Rating Agencies not later than 20 ten (10) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(b9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee and the Rating Agencies not later than 20 ten (10) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Class A-2 Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Security Insurer (if the Security Insurer is the Controlling Party) and the Rating Agency Agencies notice of such redemption. If the Class A-2 Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Class A-2 Notes to be redeemed redeemed, whereupon all such Class A-2 Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed Except as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)Sections 6.7 and 6.8, upon the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end repayment of the Funding Period) or (y) Debentures held by the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedTrust, in whole or in part, whether at Stated Maturity (as described adjusted in connection with a Remarketing, if applicable) or otherwise, the proceeds from such repayment shall be simultaneously applied by the Property Trustee (subject to the Property Trustee having received notice no later than 45 days prior to such repayment) to redeem a Like Amount of the Securities at a redemption price equal to the redemption price in respect of the Debentures plus an amount equal to accumulated and unpaid Distributions on the Securities through the date of redemption (the "Redemption Price"). The Redemption Price shall be payable on the date of redemption (the "Redemption Date") only to the extent that the Trust has sufficient funds available for the payment of such Redemption Price. (b) If the Debentures are repaid in part, the Securities shall be redeemed in part. Except as provided in Section 7.07(c) 6.13, the proceeds from such repayment of Debentures shall be allocated on a Pro Rata basis to the redemption of the Sale Securities. (c) The procedure with respect to redemptions of Securities shall be as follows: (i) Notice of any redemption of Securities (a "Redemption Notice"), which notice shall be irrevocable, shall be given by the Trust by mail to each Holder of Securities to be redeemed not fewer than 30 nor more than 60 days before the Redemption Date, which shall be the date fixed for repayment of the Debentures. A Redemption Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders. No defect in the Redemption Notice or in the mailing of the Redemption Notice with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder. (ii) Each Redemption Notice shall be sent by the Property Trustee on behalf of the Trust to: (A) in respect of the Preferred Securities, the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) if the Global Preferred Securities have been issued or, the Holders thereof if Definitive Preferred Securities have been issued, and (B) in respect of the Common Securities, the Holder (or Holders) thereof. (iii) Once the Trust gives a Redemption Notice: (A) with respect to Preferred Securities issued in book-entry form, by 12:00 noon (New York City time) on the Redemption Date of such Preferred Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related repayment of the Debentures by 10:00 a.m. (New York City time) on the maturity date, the Property Trustee shall deposit irrevocably with the Clearing Agency or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to such Global Preferred Securities and Servicing Agreementshall give the Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Clearing Agency Participants, and (B) with respect to Preferred Securities issued in definitive form and Common Securities, by 12:00 noon (New York City time) on the Redemption Date of such Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related repayment of the Debentures by 10:00 a.m. (New York City time) on the maturity date, the Property Trustee shall deposit irrevocably with the Paying Agent funds sufficient to pay the applicable Redemption Price with respect to such Definitive Preferred Securities and Common Securities and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the relevant Holders upon surrender of their Certificates evidencing their Securities. (iv) If a Redemption Notice shall have been given and funds deposited as required, then, immediately prior to the close of business on the Redemption Date, Distributions shall cease to accumulate on the Securities called for redemption and all rights of Holders of Securities called for redemption, except the right of such Holders to receive the Redemption Price (but without interest on such Redemption Price), shall cease, and such Securities shall cease to be outstanding. (v) Payment of accumulated and unpaid Distributions on the Redemption Date of the Securities shall be subject to the rights of Holders on the close of business on a Regular Record Date in respect of a Distribution Date occurring prior to or on such Redemption Date. (vi) If any Redemption Date is not a Business Day, payment of the Redemption Price payable on such Redemption Date shall be made on the next day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such next Business Day falls in the next calendar year, such payment shall be made on the immediately preceding Business Day, in a principal amount described thereineach case with the same force and effect as if made on the date such payment was originally payable. (vii) If payment of the Redemption Price in respect of any Securities called for redemption is improperly withheld or refused and not paid either by the Property Trustee or by the Sponsor pursuant to the Guarantee, Distributions on such Securities shall continue to accumulate from the redemption date originally established by the Trust to the date such Redemption Price is actually paid, in which case the actual payment date shall be the Redemption Date for purposes of calculating the Redemption Price. (viii) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws and banking laws), the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement.

Redemption. (a) In 5.1 The Company may, subject to the event that the Seller pursuant to Section 7.10 conditions set forth herein, redeem some or all of the Sale and Servicing Agreement purchases Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the corpus Warrant Holders at any time, provided: (i) this Warrant has been issued by the Company; (ii) the closing bid price of the Trust, Company's Common Stock for each of the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) consecutive trading days prior to the Redemption Date date of the notice of redemption is at least $1.50, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events and (iii) all of the Warrant Shares have been registered for resale and continue to be covered by an effective and current registration statement with the Securities and Exchange Commission. Notice will be effective upon mailing and the Issuer shall deposit with time of mailing is the Indenture Trustee in the Note Distribution Account the Redemption Price “Effective Date of the Notes Notice”. The Notice will state a redemption date not less than thirty (30) days nor more than sixty (60) days from the Effective Date of the Notice (the “Redemption Date”). No Notice shall be mailed unless all funds necessary to pay for redemption of the Warrants to be redeemed whereupon all such Notes shall be due and payable on have first been set aside by the Redemption Date upon Company for the furnishing of a notice complying with Section 10.02 to each Holder benefit of the Notes. (b) In the event that the assets of the Trust are sold pursuant Warrant Holders so as to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06and continue to be available therefor. If amounts are The redemption price to be paid to Noteholders pursuant the Warrant Holders will be $.10 for each share of Common Stock of the Company to this Section 10.01(bwhich the Warrant Holder would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”), . The Warrant Holders may exercise their Warrants between the Servicer or Effective Date of the Issuer shall, to Notice and 5:00 p.m. Eastern Time on the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days business day immediately prior to the Redemption Date whereupon all Date, such amounts shall exercise being effective if done in accordance with Section 1 hereof, and if the Warrant Certificate, with form of election to purchase duly executed and the Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date. (c) 5.2 If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period any Warrant Holder does not end wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal offices after receiving the Notice of Redemption required by this Section 5. If such Notice of Redemption shall have been so mailed, and if on a Distribution or before the Effective Date of the Notice all funds necessary to pay for redemption of the Warrants subject to redemption shall have been set aside by the Company for the benefit of such Warrant Holders, then, on and after said Redemption Date, on notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the first Distribution Date following obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the end right of the Funding Period) or (y) holder of each Warrant subject to redemption to receive the Pre-Funded Amount has been reduced Redemption Price for each share of Common Stock to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in which he would be entitled if he exercised the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 Warrant upon receiving notice of redemption of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinWarrant subject to redemption held by him.

Redemption. Class C Partnership Preferred Units shall be redeemable by the Partnership as follows: (1) At any time that the Previous General Partner exercises its right to redeem all or any of the shares of Class C Preferred Stock, the General Partner may cause the Partnership to redeem an equal number of Class C Partnership Preferred Units, at a redemption price payable in cash equal to 100% of the Liquidation Preference thereof, plus an amount equal to all accrued and unpaid dividends on each share of Class C Preferred Stock to the date fixed for redemption (the "Call Date"), in the manner set forth herein. (2) If the Partnership shall redeem Class C Partnership Preferred Units pursuant to paragraph (a) In of this Section 5, from and after the event that Call Date (unless the Seller pursuant Partnership shall fail to Section 7.10 make available the amount of cash necessary to effect such redemption), (i) except for payment of the Sale redemption price, the Partnership shall not make any further distributions on the Class C Partnership Preferred Units so called for redemption (except that, in the case of a Call Date after a distribution record date and Servicing Agreement purchases prior to the corpus related Distribution Payment Date, holders of Class C Partnership Preferred Units on the distribution record date will be entitled on such Distribution Payment Date to receive the distribution payable thereon), (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the Trustholders thereof as holders of Class C Partnership Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, and to receive any distributions payable thereon). No interest shall accrue for the Notes are subject benefit of the holders of Class C Partnership Preferred Units to redemption in whole, but not in part, be redeemed on any cash set aside by the Distribution Date on which such repurchase occurs, for a purchase price equal to Partnership. If fewer than all the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes Class C Partnership Preferred Units are to be redeemed pursuant to this Section 10.01(a)redeemed, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes units to be redeemed whereupon all such Notes shall be due and payable on selected by the Redemption Date upon Partnership from outstanding Class C Partnership Preferred Units not previously called for redemption by any method determined by the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this IndentureGeneral Partner in its discretion. Upon any such redemption, the proceeds of such sale General Partner shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, amend Exhibit A to the extent practicable, furnish notice of Agreement as appropriate to reflect such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateredemption. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Seller pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Insurer and the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of the Notes. (b) If on the Payment Date on which the Pre-Funding Period ends (or on the Payment Date on or immediately following the last day of the Pre- Funding Period, if the Pre-Funding Period does not end on a Payment Date), any Pre-Funded Amount remains on deposit in the Pre-Funding Account after giving effect to the purchase of all Subsequent Receivables, including any such purchase on such Redemption Date, the Notes will be redeemed in whole or in part, in an aggregate principal amount equal to the Prepayment Amount which will be distributed pro rata to Holders of each Class of Notes based on the Outstanding Amount of each such Class; provided that if the Remaining Pre- Funding Amount is $100,000 or less such amount shall be applied sequentially to release the Outstanding Amount of the Class of Notes having the lowest numerical designation then outstanding until paid in full, and then to the Class of Notes having the next lowest numerical designation then outstanding. (c) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(c), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Class A-2 Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Class A-2 Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b9.02 of the Trust Agreement or Section 5.02(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c8.02(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are This Senior Note shall be subject to redemption in whole, but not in part, on at the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price option of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedIssuer, in whole or in part, at any time, and from time to time, in increments of U.S. $1,000 (provided that any remaining principal amount hereof shall be at least U.S. $1,000), at a redemption price equal to the sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount, if any (the "Redemption Price"). If notice has been given as described provided in Section 7.07(cthe Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the Sale and Servicing Agreement, in a aggregate principal amount described therein.of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the authorized denomination of $1,000 or in any integral multiple thereof. As used herein:

Redemption. At any time prior to October 1, 2016, the Issuer may, on one or more occasions, redeem all or any portion of the Notes, upon notice as provided in Section 5.3 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of the Redemption Date (the “Redemption Date”), plus accrued and unpaid interest, to, but excluding, the Redemption Date. Prior to October 1, 2016, the Issuer may, at its option, upon notice as described under Section 5.3 of the Indenture, with the net cash proceeds of one or more Equity Offerings, redeem up to 40% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes issued after the Issue Date) at a redemption price equal to 108.000% of the principal amount thereof, plus accrued and unpaid interest, to, but excluding the redemption date; provided that (a) In the event that the Seller pursuant to Section 7.10 at least 50% of the Sale and Servicing Agreement purchases aggregate principal amount of Notes originally issued under the corpus Indenture (including any Additional Notes issued after the Issue Date) remains outstanding immediately after the occurrence of the Trust, the any such redemption (excluding Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that held by the Issuer has available funds sufficient to pay or its Subsidiaries) and (b) any such amountsredemption occurs within 90 days following the closing of any such Equity Offering. Seller, the Servicer or the Issuer The Trustee shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of select the Notes to be redeemed whereupon all such purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. Except as set forth above, the Notes shall not be due and payable on redeemable at the Redemption Date upon the furnishing of a notice complying with Section 10.02 Issuer’s option prior to each Holder of October 1, 2016. The Issuer may redeem the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, at any time on or after October 1, 2016 upon notice as described in under Section 7.07(c) 5.3 of the Sale and Servicing AgreementIndenture, in a at the following redemption prices (expressed as percentages of principal amount described thereinof the Notes to be redeemed) set forth below, plus accrued and unpaid interest, to, but excluding the Redemption Date (subject to the right of Holders on the relevant regular record date to receive interest due on an Interest Payment Date that is prior to the Redemption Date), if redeemed during the 12-month period beginning on October 1 of the years indicated below: 2016 106.000 % 2017 104.000 % 2018 102.000 % 2019 and thereafter 100.000 % Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction or event. Notice of any redemption in respect of an Equity Offering may be given prior to, and conditional on, the completion thereof.

Redemption. Shares of RP shall be redeemable by the Trust as provided below: (a) In To the event that extent permitted under the Seller pursuant to Section 7.10 1940 Act and Massachusetts Law, upon giving a Notice of the Sale and Servicing Agreement purchases the corpus of the TrustRedemption, the Notes are subject to redemption Trust at its option may redeem shares of RP, in whole, but not whole or in part, on the Distribution next succeeding scheduled Dividend Payment Date on which such repurchase occursapplicable to those shares of RP called for redemption, for out of funds legally available therefor, at a purchase redemption price equal to $100,000 per share plus an amount equal to dividends thereon (whether or not earned or declared) accumulated but unpaid to the date fixed for redemption plus the premium, if any, resulting from the designation of a Premium Call Period; provided that, no share of RP shall be subject to redemption pursuant to this paragraph 4(a) on any Dividend Payment Date during a Non-Call Period to which it is subject. The Trust may not give a Notice of Redemption relating to an optional redemption as described in paragraph 4(a) unless, at the time of giving such Notice of Redemption, the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a Discounted Value not less than the amount due to Beneficial Owners by reason of the redemption of their shares of RP on such redemption date. (b) The Trust shall redeem, out of funds legally available therefor, at a redemption price of $100,000 per share plus accumulated but unpaid dividends (whether or not earned or declared) to the date fixed by the Board of Trustees for redemption plus the premium, if any, resulting from the designation of a Premium Call Period, certain of the shares of RP to the extent permitted under the 1940 Act and Massachusetts law, if the Trust fails to maintain the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage and such failure is not cured on or before the RP Basic Maintenance Cure Date or the 1940 Act Cure Date (herein referred to respectively as the "Cure Date"), as the case may be. The number of shares of RP to be redeemed shall be equal to the lesser of (i) the minimum number of shares of RP the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with all other Preferred Shares subject to redemption or retirement, would result in the satisfaction of the RP Basic Maintenance Amount or the 1940 Act Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of RP and other Preferred Shares the redemption of which would have such result, all shares of RP then outstanding principalshall be redeemed), and accrued interest (ii) the maximum number of shares of RP, together with all other Preferred Shares subject to redemption or retirement that can be redeemed out of funds expected to be legally available therefor. In determining the number of shares of RP required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed to satisfy the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage, as the case may be, pro rata among shares of RP and other series of Preferred Shares subject to redemption provisions similar to those contained in this paragraph 4(b) , except as set forth herein. The Trust shall effect such redemption not later than 45 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of shares of RP and other Preferred Shares which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 45 days after such Cure Date, the Trust shall redeem those shares of RP and other Preferred Shares which it was unable to redeem on the Notes; provided, however, that the Issuer has available funds sufficient earliest practicable date on which it is able to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of effect such redemption. If Any share of RP shall be subject to mandatory redemption regardless of whether such share is subject to a Non-Call Period provided that share of RP subject to a Non-Call Period will only be subject to redemption to the Notes extent that the other shares of RP are not available to satisfy the number of shares required to be redeemed. In such event, such shares subject to a Non-Call Period will be selected for redemption in an ascending order of outstanding Non-Call Period (with shares with the lowest number of days remaining in the period to be called first) and by lot in the event of equal outstanding Non-Call Periods. (c) Subject to paragraph 4(d) of this Part I, if fewer than all the outstanding shares of RP are to be redeemed pursuant to this Section 10.01(a)paragraph 4, the Servicer number of shares of RP so to be redeemed shall be a whole number of shares and shall be determined by the Board of Trustees, and the Trust shall give a Notice of Redemption as provided in paragraph 4(e) of this Part I, provided that no share of RP will be subject to optional redemption on any Dividend Payment Date during a Non-Call Period to which it is subject and shares of RP subject to a Non-Call Period will be subject to mandatory redemption only on the basis described under paragraph 4(b) of this Part I. Unless certificates representing shares of RP are held by Holders other than the Securities Depository, or its nominee, the Issuer Paying Agent upon receipt of such notice, shall furnish determine from among shares eligible for redemption the number of shares of RP to be redeemed pro rata from each Dividend Period which is then eligible for redemption, and shall give notice of such election determination to the Indenture Trustee Securities Depository; the Securities Depository thereupon shall determine by lot on a Dividend Period basis pursuant to the allocation provided by the Paying Agent the number of shares of RP to be redeemed from the account of each Agent Member (which may include an Agent Member, including a Remarketing Agent, holding shares for its own account), and shall give notice of such determination to the Paying Agent. The Paying Agent, upon receipt of such notice, shall in turn determine by lot the number of shares of RP from each Dividend Period to be redeemed from the accounts of the Beneficial Owners of the shares of RP whose Agent Members have been selected by the Securities Depository and give notice of such determination to the Remarketing Agents. In doing so, the Paying Agent may determine that shares of RP shall be redeemed from the accounts of some Beneficial Owners, which may include the Remarketing Agents, without shares of RP being redeemed from the accounts of other Beneficial Owners. (d) Notwithstanding paragraph 4(c) of this Part I, if any certificates representing shares of RP are held by Holders other than the Securities Depository or its nominee, then the shares of RP to be redeemed shall be selected by the Trust pro rata from among Dividend Periods and by lot from among shares within each Dividend Period. (e) Any Notice of Redemption with respect to shares of RP shall be given (A) in the case of optional redemption pursuant to paragraph 4(a) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any other Holder) and the Remarketing Agents, by telephone, not later than 20 days 1:00 p.m. New York City time (and later confirmed in writing) on (i) the Settlement Date in the case of a partial redemption of the shares of RP, (ii) the Tender Date in the case of a redemption in whole of the shares of RP or (iii) during a Non-Payment Period, the later of the Dividend Payment Date or the seventh day prior to the Redemption Date earliest date upon which any such redemption may occur and (B) in the case of a mandatory redemption pursuant to paragraph 4(b) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any Holder) and the Issuer shall deposit with Remarketing Agents, by telephone, not later than 1:00 p.m., New York City time (and later confirmed in writing) on the Indenture Trustee third Business Day preceding the redemption date established by the Board of Trustees and specified in such notice. In the Note Distribution Account the Redemption Price case of a partial redemption of the Notes shares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day on which the Paying Agent determines the shares to be redeemed, as described in paragraph 4(c) of this Part I (or, if certificates are held by persons other than the Securities Depository, not later than the close of business on the Business Day immediately following the day on which the Paying Agent receives a Notice of Redemption from the Trust). Such telephonic notice shall be confirmed in writing to the Remarketing Agents, the Securities Depository and to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which the Paying Agent determines the shares to be redeemed. In the case of a redemption in whole of the shares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which it receives a Notice of Redemption from the Trust. Such telephonic notice shall be confirmed promptly in writing not later than the close of business on the second Business Day following the day on which the Paying Agent receives a Notice of Redemption from each Beneficial Owner of shares of RP called for redemption, the Remarketing Agents and the Securities Depository. (f) Every Notice of Redemption and other redemption notice shall state: (i) the redemption date; (ii) the number of shares of RP to be redeemed; (iii) the redemption price; (iv) that dividends on the shares of RP to be redeemed whereupon all shall cease to accumulate as of such Notes redemption date; and (v) the provision of the Declaration of Trust or the By-laws pursuant to which such shares are being redeemed. In addition, notice of redemption given to a Beneficial Owner shall state the CUSIP number, if any, of the shares of RP to be due redeemed and payable on the manner in which the Beneficial Owners of such shares may obtain payment of the redemption price. No defect in the Notice of Redemption Date upon or other redemption notice or in the furnishing transmittal or the mailing thereof shall affect the validity of the redemption proceedings, except as required by applicable law. The Paying Agent shall use its reasonable efforts to cause the publication of a redemption notice complying with Section 10.02 to each Holder in an Authorized Newspaper within two Business Days of the Notesdate of the Notice of Redemption, but failure so to publish such notification shall not affect the validity or effectiveness of any such redemption proceedings. Shares of RP the Beneficial Owners of which shall have been given Notice of Redemption shall not be subject to transfer outside of a Remarketing. (bg) On any redemption date, the Trust shall deposit, irrevocably in trust, in same-day funds, with the Paying Agent, by 12:00 noon, New York City time, $100,000 for each share of RP called for redemption plus an amount equal to dividends thereon accumulated but unpaid to such redemption date (whether or not earned or declared) plus the premium, if any, resulting from the designation of a Premium Call Period. (h) In connection with any redemption, upon the event that giving of a Notice of Redemption and the assets deposit of the Trust are sold pursuant funds necessary for such redemption with the Paying Agent in accordance with this paragraph 4, all rights of the Holders and Beneficial Owners of shares of RP so called for redemption shall cease and terminate, except the right of the Holders and Beneficial Owners thereof to Section 5.03(breceive the redemption price thereof, inclusive of an amount equal to dividends (whether or not earned or declared) accumulated but unpaid to the redemption date plus the premium, if any, resulting from the designation of a Premium Call Period, but without any interest or other additional amount (except as provided in paragraphs 3(h) and 3(1) of this IndenturePart I), the proceeds of and such sale shares shall no longer be deemed outstanding for any purpose. The Trust shall be distributed entitled to receive from the Paying Agent, promptly after the date fixed for redemption, any cash deposited with the Paying Agent as provided aforesaid in Section 5.06excess of the sum of (i) the aggregate redemption price of the shares of RP called for redemption on such date and (ii) all other amounts to which Holders and Beneficial Owners of shares of RP called for redemption may be entitled. If amounts The Trust shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the funds so deposited. Any funds so deposited with the Paying Agent which are to be paid to Noteholders pursuant to this Section 10.01(b), unclaimed at the Servicer or the Issuer end of ninety days from such redemption date shall, to the extent practicablepermitted by law, furnish notice of such event be repaid to the Indenture Trustee not later than 20 days prior Trust, after which time the Holders and Beneficial Owners of shares of RP so called for redemption shall look only to the Redemption Date whereupon Trust for payment of the redemption price and all other amounts to which they may be entitled. If any such amounts unclaimed funds are repaid to the Trust, the Trust shall be payable on the Redemption Dateinvest such unclaimed funds in Deposit Securities with a maturity of no more than one business day. (ci) If To the extent that any redemption for which Notice of Redemption has been given is not made by reason of the absence of legally available funds therefor, such redemption shall be made as soon as practicable to the extent such funds become available. Failure to redeem shares of RP shall be deemed to exist at any time after the date specified for redemption in a Notice of Redemption when the Trust shall have failed, for any reason whatsoever, to deposit funds with the Paying Agent pursuant to paragraph 4(g) of this Part I with respect to any shares for which such Notice of Redemption has been given. Notwithstanding the fact that the Trust may not have redeemed shares of RP for which a Notice of Redemption has been given, dividends may be declared and paid on shares of RP and shall include those shares of RP for which a Notice of Redemption has been given. (xj) Notwithstanding any of the Pre-Funded Amount has foregoing provisions of this paragraph 4, the Remarketing Agents may, in their sole discretion, modify the procedures set forth above with respect to notification of redemption, provided that, any such modification does not adversely affect any Holder or any ' Beneficial Owner of shares of RP or materially alter the obligations of the Paying Agent; and further provided that, the' Trust receives written confirmation from S&P that any such modification would not impair the ratings then assigned by S&P to shares of RP. (k) In effecting any redemption pursuant to this paragraph 4, the Trust shall use all reasonable efforts to satisfy all applicable procedural conditions precedent to effecting such redemption under the 1940 Act and Massachusetts law. (l) Notwithstanding the foregoing, (i) no share of RP may be redeemed pursuant to paragraph 4(a) of this Part I unless the full amount of accumulated but unpaid dividends to the date fixed for redemption for each such share of RP called for redemption shall have been reduced to zero declared, and (ii) no share of RP may be redeemed unless all outstanding shares of RP are simultaneously redeemed, nor may any shares of RP be purchased or otherwise acquired by the Trust except in accordance with a purchase offer made on substantially equivalent terms by the Distribution Date Trust for all outstanding shares of RP, unless, in each such instance, dividends on which all outstanding shares of RP through the Funding end of their most recently ended Dividend Period ends (or, if the funding Period does not end such transaction is on a Distribution Dividend Payment Date, through the Dividend Period ending on the first Distribution Date following day prior to such Dividend Payment Date) shall have been paid or declared and sufficient funds for the end payment thereof deposited with the Paying Agent. (m) Except as set forth in this paragraph 4 with respect to redemptions and subject to paragraph 4(1) hereof, nothing contained herein shall limit any legal right of the Funding Period) Trust or (y) any affiliate to purchase or otherwise acquire any share of RP at any price. Any shares of RP which have been redeemed, purchased or otherwise acquired by the Pre-Funded Amount has been reduced Trust or any affiliate thereof may be resold. In lieu of redeeming shares called for redemption, the Trust shall have the right to $150,000 or less on any Distribution Date, in either case after giving effect arrange for other purchasers to any reductions in the Pre-Funded Amount on such Distribution Date purchase from Beneficial Owners all shares of RP to be redeemed pursuant to Section 7.07 of the Sale and Servicing Agreementthis paragraph 4, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.except tho

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Seller pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principalRedemption Price; PROVIDED, and accrued interest on the Notes; provided, howeverHOWEVER, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Security Insurer and the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of the Notes. (b) If on the Payment Date on which the Funding Period ends (or on the Payment Date on or immediately following the last day of the Funding Period, if the Funding Period does not end on a Payment Date), any Pre-Funded Amount remains on deposit in the Pre-Funding Account after giving effect to the purchase of all Subsequent Receivables, including any such purchase on such Redemption Date, the Notes will be redeemed in whole or in part, sequentially in an aggregate principal amount equal to the Prepayment Amount which will be distributed to Holders of the Class Notes having the lowest numerical designation then outstanding until paid in full, and then to the Class of Notes bearing the next lowest numerical designation then outstanding. (c) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and the Security Insurer shall receive all amounts then owing to it. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(c), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee and the Security Insurer not later than 20 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (a) In including without limitation subsection 15.2 below), in the event that the Seller pursuant to Section 7.10 closing sale price of the Sale and Servicing Agreement purchases Company’s Common Stock (as reported by the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date Nasdaq Stock Market or such other principal stock exchange on which such repurchase occursCommon Stock is then listed or admitted to trading, or quoted, as applicable) is greater than $5.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a purchase period (“Pricing Period”) of ten (10) consecutive Trading Days, the Company shall have the right, upon at least ten (10) Trading Days' prior written notice to the Holder (“Redemption Notice”), to redeem all or a portion of this Warrant representing any or all of the then remaining number of shares underlying this Warrant (not previously exercised), at a redemption price equal to $.01 per share issuable hereunder for the outstanding principalportion hereof being redeemed. Any redemption hereunder shall occur on the date specified in the Redemption Notice (“Redemption Date”), provided that such Redemption Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Redemption Notice (the “Redemption Notice Date”). The Company may not deliver any Redemption Notice until after the completion of the Pricing Period, and accrued interest must deliver any Redemption Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the “Post-Call Period”. The Holder may exercise this Warrant, including any portion subject to a Redemption Notice, at any time and from time to time during the period from the Redemption Notice Date through the date on which the Notes; providedredemption price for such Warrants is paid by the Company (and thereafter if such redemption price is not paid), however, that and the Issuer has available funds sufficient to pay Company shall honor all tendered subscription forms during such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemptionperiod. If the Notes are Company intends to redeem less than all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the contrary herein, the Company shall be redeemed prohibited from exercising its right to redeem this Warrant pursuant to this Section 10.01(aif at any time during the Post-Call Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Call Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or such other principal stock exchange on which such Common Stock is then listed or admitted to trading, or quoted, as applicable (each an “Approved Market”) and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer Company shall deposit with not have been notified of any pending or threatened proceeding or other action to delist or suspend the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable Common Stock on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date Approved Market on which the Funding Period ends Common Stock is then traded or listed; (or, if iv) the funding Period does not end on a Distribution Date, on requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the first Distribution Date following the end terms of the Funding PeriodAgreements; and (vi) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (y2) in breach of this Warrant, the Pre-Funded Amount has been reduced to $150,000 Purchase Agreement or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinRelated Documents.

Redemption. (a) In The Class A-4 Notes and the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Class B Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1 of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occurs, for a purchase price equal to the outstanding principalSection 9.1, and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes and the Aggregate Certificate Balance of the Certificates plus accrued and unpaid interest thereon. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Class A-4 Notes and the Class B Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 forty (40) days prior to the Redemption Date and the Issuer shall deposit by 10:00 a.m. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Collection Account the Redemption Price of the Class A-4 Notes and the Class B Notes to be redeemed redeemed, whereupon all such Class A-4 Notes and Class B Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Collection Account and the Principal Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to an amount equal to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If the amounts in the Collection Account and the Principal Distribution Account are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 forty (40) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the written direction of the Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on any Payment Date, following the Distribution Date on last day of a Collection Period as of which such repurchase occursthe Pool Balance is 10% or less of the Initial Pool Balance, for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer Issuing Entity has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer Issuing Entity shall furnish each Rating Agency to the Administrator notice of such redemption, and the Administrator shall make such notice available to the Rating Agencies. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer Issuing Entity shall furnish notice of such election to the Indenture Trustee not later than 20 30 days prior to the Redemption Date and the Issuer Issuing Entity shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer Issuing Entity shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 30 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) The Company may, at its option, on any Interest Payment Date on or after February 1, 2027, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. In addition, the event that the Seller pursuant to Section 7.10 Company may redeem all, but not a portion of the Sale and Servicing Agreement purchases Subordinated Notes, at any time upon the corpus occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption of this Subordinated Note will be subject to the prior approval of the TrustBoard of Governors of the Federal Reserve System (or its designee) or any successor agency, and any other banking regulatory agency, to the Notes are extent such approval shall then be required by law, regulation or policy. This Subordinated Note is not subject to redemption in wholeat the option of the Holder. The Redemption Price with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but not in partexcluding, the Redemption Date. (b) If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the Distribution capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date on which such repurchase occursof the Subordinated Notes, for a purchase price equal Company may immediately notify the Trustee and the Holders, and thereafter Company may request, subject to the outstanding principalterms hereof, that the Trustee and accrued interest on the NotesHolders execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the Issuer has available funds sufficient foregoing shall not limit the Company’s right to pay such amounts. Sellerredeem the Subordinated Notes in accordance with Section 5(a) above, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are including but not limited to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing occurrence of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateTier 2 Capital Event. (c) If less than the then outstanding principal amount of this Subordinated Note is redeemed, (xi) a new note shall be issued representing the Pre-Funded Amount unredeemed portion without charge to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holders unless otherwise required by law or applicable Depositary requirements. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Holder shall be redeemed. (d) If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Datesurrendered for cancellation, on and after the first Distribution Redemption Date following interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (unless the end Company shall default in the payment of the Funding Period) or (y) Redemption Price), except only the Pre-Funded Amount has been reduced right of the Holder thereof to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in receive the Pre-Funded Amount amount payable on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreementredemption, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinwithout interest.

Redemption. (a) In the event that the Seller Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the TrustAgreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase purchase occurs, for a purchase price equal to the outstanding principal, and accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) Article Five of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which the Servicer exercises its option to purchase the assets of the Issuer pursuant to such repurchase occursSection Section 9.1(a), for a purchase price equal and the amount paid by the Servicer shall be treated as collections in respect of the Receivables and applied to pay all amounts due to the outstanding principalServicer under the Sale and Servicing Agreement, all amounts due to the Backup Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the Notes plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption(including any overdue interest) thereon. If the Notes are to be redeemed pursuant to this Section 10.01(a(a), the Servicer or the Issuer shall furnish or cause the Servicer to furnish notice of such election redemption to the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust Issuer are sold purchased by the Servicer pursuant to Section 5.03(bSection 9.1(a) of this Indenturethe Sale and Servicing Agreement, all amounts on deposit in the proceeds of such sale Note Payment Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the unpaid principal amount of the Notes and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.01(b(b), the Servicer or the Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture Trustee Trustee, the Rating Agencies and the Administrator not later than 20 ten (10) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In The Notes are subject to redemption upon (i) the event that exercise by the Seller Servicer of its option to purchase the Contracts pursuant to Section 7.10 11.01 of the Sale and Servicing Agreement purchases Agreement, (ii) the corpus mandatory sale of the TrustContracts pursuant to Section 11.02 of the Sale and Servicing Agreement, or (iii) at the end of the Funding Period to the extent funds remain on deposit in the Pre-Funding Account pursuant to Section 5.01(b)(iv) of the Sale and Servicing Agreement. Such redemption shall occur on any Distribution Date. The purchase price for the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price shall be equal to the outstanding principalapplicable redemption price as set forth in such Sections (the "Redemption Price"), and accrued interest on the Notes; provided, however, that provided the Issuer has available funds sufficient to pay such amountsamount. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a)(i) or 10.1(a)(ii), the Servicer or the Issuer shall furnish notice of such election thereof to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in into the Note Distribution Account Account, on or before the Redemption Date, the aggregate Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date. The Servicer shall give the Indenture Trustee written notice on the Determination Date upon prior to the furnishing of a notice complying with Distribution Date on which funds are to be released from the Pre-Funding Account pursuant to Section 10.02 to each Holder 5.01(b)(iv) of the NotesSale and Servicing Agreement with respect to redemption of the Notes pursuant to Section 10.1(a)(iii). (b) In the event that If the assets of the Trust are sold pursuant to Section 5.03(b) 7.2 of this Indenturethe Trust Agreement, all amounts deposited in the proceeds of such sale Note Distribution Account pursuant to the Sale and Servicing Agreement as a result thereof shall be distributed as provided in Section 5.06paid to the Noteholders. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In The Company shall have the event that right to redeem the Seller pursuant to Section 7.10 Securities, in accordance with the following schedule: i. If all of the Sale and Servicing Agreement purchases Securities are redeemed within ninety (90) calendar days from the corpus of the Trustissuance date thereof, the Notes are subject Company shall have the right to redemption in whole, but not in part, on redeem the Distribution Date on which such repurchase occurs, for Securities upon five (5) business days’ of written notice at a purchase price equal to the product of one hundred fifteen percent (115%) multiplied by the sum of the outstanding principal, Stated Value together with any accrued but unpaid dividends and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed all other amounts due pursuant to this Section 10.01(a)Agreement and the Certificate of Designation; ii. If all of the Securities are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Servicer or Company shall have the Issuer shall furnish right to redeem the Securities upon five (5) business days of written notice of such election at a price equal to the Indenture Trustee not later than 20 days prior to product of one hundred twenty percent (120%) multiplied by the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price sum of the Notes to be redeemed whereupon outstanding Stated Value together with any accrued but unpaid dividends and all such Notes shall be other amounts due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)Agreement and the Certificate of Designation; and iii. If all of the Securities are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Servicer or Company shall have the Issuer shall, right to redeem the Securities upon five (5) business days of written notice at a price equal to the extent practicable, furnish notice product of one hundred twenty five percent (125%) multiplied by the sum of the outstanding Stated Value together with any accrued but unpaid dividends and all other amounts due pursuant to this Agreement and the Certificate of Designation. iv. The Company shall honor all conversions of Preferred Stock until the receipt by the Purchaser of the applicable redemption amounts set forth in this Section 4.10. The Company shall redeem any outstanding Preferred Stock on the one year anniversary of the date of issuance of such event Preferred Stock, at a price equal to the Indenture Trustee not later than 20 days prior to product of one hundred percent (100%) multiplied by the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end sum of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on outstanding Stated Value together with any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date accrued but unpaid dividends and all other amounts due pursuant to Section 7.07 this Agreement and the Certificate of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinDesignation.

Redemption. (a) In the event that the Seller [ ] pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement purchases (through the Trust Depositor) the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller[ ], the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b9.02 of the Trust Agreement or Section 5.02(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. Prior to the Maturity Date, up to five percent (a5%) of the Outstanding Principal Balance of the Bond shall be redeemable once every three (3) months at any time up to but not including the date of prepayment. Unredeemed amounts do not accumulate. By way of example, if Payee redeems 3% of the Outstanding Principal Balance in a given 3 month period, then the Payee will be deemed to have forfeited the right to redeem the remaining 2% at the start of the next 3 month period, and will not be able to redeem 7% of the Outstanding Principal Balance of the Bond in the next 3 month period (i.e. Payee will still be limited to a 5% maximum redemption per 3 month period.) In order to redeem any portion of the Outstanding Principal Balance of this Bond, the Payee must deliver written notice (each, a “Redemption Notice”) to the Maker setting forth the portion of the Outstanding Principal Balance the Payee desires to redeem (the “Redemption Amount”). Upon receipt of the Redemption Notice, the Maker shall have fourteen (14) calendar days to issue funds (via check, wire, ACH, or other viable method) equal to the Redemption Amount to the Payee, upon receipt of which that portion of the Bond set forth in the Redemption Notice will be redeemed by the Payee, and will no longer be a valid outstanding obligation of the Maker. Notwithstanding anything to the contrary set forth herein, upon a redemption in accordance with the terms hereof, the Payee shall not be required to physically surrender this Bond to the Maker. The Maker shall maintain records showing the amounts redeemed, and the corresponding dates of such events. In the event that the Seller pursuant to Section 7.10 of any dispute or discrepancy, such records of the Sale Maker shall, prima facie, be controlling and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee determinative in the Note Distribution Account the Redemption Price absence of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesmanifest error. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In The Company shall have the event that right, at the Seller pursuant Company’s option, at any time, and from time to Section 7.10 time, on a Redemption Date on or after March 15, 2013, to redeem all or any part of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption Securities at a price payable in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price cash equal to the outstanding principalOptional Redemption Price plus (subject to Section 3.01(G) of the Indenture) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date before March 15, 2013, to redeem all or any part of the Securities at a price payable in cash equal to the Provisional Redemption Price plus (subject to Section 3.01(G)) accrued interest and unpaid interest, if any, to, but excluding, the Redemption Date. Pursuant to Section 3.01(F) of the Indenture, the Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date before March 15, 2013, to redeem all or any part of the NotesSecurities at a price payable in cash equal to the Equity Offering Redemption Price plus (subject to Section 3.01(G) of the Indenture) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided, however, that no such Redemption shall be made pursuant to Section 3.01(F) of the Issuer has available funds sufficient to pay Indenture unless: (i) such amounts. Seller, Equity Offering Redemption Price and accrued and unpaid interest are paid solely from the Servicer proceeds of one or more Equity Offerings; (ii) the Issuer shall furnish each Rating Agency notice aggregate principal amount of such redemption. If the Notes are Securities to be redeemed pursuant to this Section 10.01(a)such Redemption, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit when taken together with the Indenture Trustee in the Note Distribution Account the Redemption Price aggregate principal amount of the Notes to be Securities theretofore redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b3.01(F) of this the Indenture, may in no event exceed 35% of the proceeds principal amount of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders the Securities initially issued pursuant to this Section 10.01(b), thereto on the Servicer or Issue Date; (iii) at least 65% of the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days original Securities outstanding immediately prior to the such Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case will remain outstanding immediately after giving effect to any reductions in such Redemption; and (iv) such Redemption Date cannot occur on a date that is more than 90 days after the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 date of closing of the Sale earliest Equity Offering the proceeds of which are to be used to pay such Equity Offering Redemption Price and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale accrued and Servicing Agreement, in a principal amount described thereinunpaid interest.

Redemption. (a) In The Bonds shall be redeemable at the event that the Seller pursuant to Section 7.10 option of the Sale Company in whole or in part at any time and Servicing Agreement purchases from time to time, prior to maturity, upon notice to the corpus Holders of such Bonds at his, her or its address last appearing in the TrustBond Register by first class mail, the Notes are subject to redemption in whole, mailed not less than 30 days but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later more than 20 60 days prior to the date on which such Bonds are fixed to be redeemed (such date fixed for redemption, the “Redemption Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) if the Redemption Date is earlier than August 6, 2047, the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account Redemption Date. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), the aggregate principal amount of the Notes Bonds to be redeemed whereupon all on such Notes shall date, the principal amount of each Bond held by such Holder to be due redeemed, and payable the interest to be paid on the Redemption Date upon with respect to such principal amount being redeemed, and shall be accompanied by a certificate of an officer of the furnishing Company as to the estimated Make-Whole Amount, if any, due in connection with such redemption (calculated as if the date of a such notice complying with Section 10.02 were the Redemption Date), setting forth the details of such computation. Two Business Days prior to the Redemption Date, the Company shall deliver to each Holder of such Bonds a certificate of an officer specifying the Notes. (b) In the event that the assets calculation of such Make-Whole Amount, if any, as of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the specified Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In Upon the event that the Seller pursuant to Section 7.10 repayment of the Sale and Servicing Agreement purchases Debentures at the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer Maturity thereof or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. prepayment thereof (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part) prior thereto in accordance with the terms thereof, as described in Section 7.07(cthe proceeds from such repayment or prepayment shall be contemporaneously applied by the Property Trustee (subject to the Property Trustee having received notice no later than 45 days prior to such repayment or prepayment) toward the mandatory redemption of a Like Amount of the Sale Trust Securities at a redemption price equal to (i) in the case of the repayment of the Debentures on the Stated Maturity, the Maturity Redemption Price, (ii) in the case of the optional prepayment of the Debentures upon the occurrence and Servicing Agreementcontinuation of a Special Event, the Special Event Redemption Price and (iii) in the case of the optional prepayment of the Debentures other than as a principal amount described thereinresult of the occurrence and continuance of a Special Event, the Optional Redemption Price. The Maturity Redemption Price, the Special Event Redemption Price and the Optional Redemption Price are referred to collectively as the "Redemption Price." Holders will be given not less than 20 nor more than 60 days notice of such redemption. (i) The Depositor shall have the right (in accordance with and subject to the conditions of the Indenture) to elect to prepay the Debentures in whole or in part at any time on or after December 1, 2007 (the "Initial Optional Redemption Date"), upon not less than 20 days and not more than 60 days notice, at the Optional Prepayment Price and, contemporaneously with such prepayment, a Like Amount of the Trust Securities shall be redeemed at the Optional Redemption Price on a pro rata basis. "Optional Redemption Price" shall mean a price equal to the percentage of the Liquidation Amount of Trust Securities to be redeemed plus accumulated and unpaid Distributions thereon, if any, to the applicable date of such redemption if redeemed during the 12 month period beginning on December 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2007 103.915% 2008 103.524% 2009 103.132% 2010 102.741% 2011 102.349% 2012 101.958% 2013 101.566% 2014 101.174% 2015 100.783% 2016 100.391% 2017 and thereafter 100.000%

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, All the Notes are subject to redemption may be redeemed in whole, but not in part, on the Distribution Redemption Date on which such repurchase occurs, for as provided in clause (i) of the definition thereof at the Redemption Price at the option of the holders of a purchase price equal to majority of the outstanding principal, and accrued ownership interest on of the NotesIssuer (the "Residual Majority"); provided, however, that funds in an amount equal to the Issuer has available funds sufficient Redemption Price, plus any amounts owed to pay such amounts. Sellerthe Note Insurer under the FSA Insurance Agreement any unreimbursed Nonrecoverable Advances and any unreimbursed amounts due and owing to the Indenture Trustee hereunder, must be deposited with the Servicer Indenture Trustee no later than 10:00 a.m. New York City time on the Redemption Date or the Issuer shall furnish each Rating Agency notice have complied with the requirements for satisfaction and discharge of such redemption. If the Notes are specified in Section 4.01 (other than Section 4.01(2)). Notice of the election to redeem the Notes shall be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election furnished to the Indenture Trustee not later than 20 thirty (30) days prior to the Redemption Payment Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed selected for such redemption, whereupon all such Notes shall be due and payable on the Redemption such Payment Date upon the furnishing of a notice complying with pursuant to Section 10.02 to each Holder of such Notes and the Note Insurer. Upon the redemption of the Notes, Mortgage Loans in the Trust Estate shall be released and delivered to the owners of the Trust Certificate. (b) [Reserved] (i) Following the first Payment Date on which the Aggregate Principal Balance of the Mortgage Loans as of the related Determination Date is 10% or less of the Cut-off Date Aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (unless the Notes shall have been redeemed pursuant to this Section 10.01), the Indenture Trustee shall solicit bids for the purchase of the Mortgage Loans and the Trust Estate. If the highest bid received by the Indenture Trustee from a qualified bidder is not less than the fair market value of the Mortgage Loans and would equal or exceed the amount set forth in clause (ii) below, the Indenture Trustee shall notify the Seller and the Master Servicer of the bid price. (ii) The Seller shall have the right of first refusal to purchase the Mortgage Loans at such bid price (or if the Seller does not exercise such right, the Master Servicer may exercise such first refusal rights to purchase the Mortgage Loans at the bid price). If the Seller and the Master Servicer affirmatively waive in writing their respective first refusal rights, then the Indenture Trustee shall sell and assign such Mortgage Loans without recourse to the highest bidder and shall redeem the Notes. The Indenture Trustee shall not consummate the sale unless the bid price is at least equal to an amount, which, when added to Available Funds for the related Payment Date, would equal the sum, without duplication, of (i) the accrued interest then due on such Payment Date, (ii) the aggregate Note Balance as of such Payment Date, (iii) the aggregate of all amounts owed to the Note Insurer or that will be owed to the Note Insurer as a result of such sale pursuant to the FSA Insurance Agreement, (iv) any accrued and unpaid Master Servicing Fees and any Servicing Advances and Monthly Advances (including Nonrecoverable Advances) previously made by the Master Servicer and remaining unreimbursed as of such Payment Date and (v) any accrued and unpaid fees and other amounts owing to the Indenture Trustee or the Owner Trustee as of such Payment Date. If such conditions are not met, the Indenture Trustee shall not consummate such sale. (iii) The Indenture Trustee shall not be required to consummate a sale of the Mortgage Loans unless it receives an Opinion of Counsel (with a copy to the Note Insurer) (which Opinion of Counsel shall not be at the expense of the Indenture Trustee) that such sale will not give rise to any adverse tax consequences to the Issuer or the Noteholders or adversely affect the opinion that the Notes will evidence indebtedness of the Issuer under the Code. (iv) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such a sale shall be distributed as provided is not consummated in Section 5.06. If amounts are to be paid to Noteholders pursuant to accordance with this Section 10.01(b10.01(c), the Servicer or Indenture Trustee shall solicit bids on a quarterly basis for the Issuer shall, to the extent practicable, furnish notice purchase of such event to assets upon the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateterms described in this Section. (cv) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end The proceeds of the Funding Periodsale of the Mortgage Loans shall be used to redeem the Notes and to pay all amounts set forth in clause (ii) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on above then due and owing, and any Distribution Date, in either case after giving effect to any reductions excess shall be deposited in the Pre-Funded Amount on such Certificate Distribution Date pursuant Account for payment to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinCertificateholders.

Redemption. (a) In Prior to February 6, 2018, the event Company may not redeem the Notes. On or after February 6, 2018 and prior to February 6, 2021, the Company may redeem any or all of the Notes (other than Notes for which the Company repurchase right provided under Section 3.02 have been exercised on or before the Close of Business on the Business Day immediately prior to the applicable Redemption Date) (such redemption, a “Provisional Redemption”) on any Business Day (a “Provisional Redemption Date”) in cash at the Redemption Price; provided that the Seller pursuant to Section 7.10 Closing Sale Price of the Sale and Servicing Agreement purchases Common Stock for at least 20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days ending within 5 Trading Days immediately prior to the corpus date of the TrustRedemption Notice, exceeds 130% of the Conversion Price on each applicable Trading Day. (b) On or after February 6, 2021, the Company may redeem any or all of the Notes (other than Notes for which the Company repurchase right provided under Section 3.02 have been exercised on or before the Close of Business on the Business Day immediately prior to the applicable Redemption Date) without being subject to the conditions set forth in Section 3.01(a) (such redemption, an “Optional Redemption”) on any Business Day (an “Optional Redemption Date”, and together with a Provisional Redemption Date, each a “Redemption Date”) in cash at the Redemption Price. (c) Section 3.03 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes are subject and any reference to Section 3.03 of the Base Indenture with respect to the Notes shall be superseded by and references thereto shall be deemed to refer to this Section 3.01(c). The Company shall give notice of redemption in whole, but not in part, less than 30 nor more than 60 calendar days immediately preceding the Redemption Date to all Holders of Notes on the Distribution date of the redemption notice at their addresses shown in the Registrar’s books (such notice, a “Redemption Notice”), with a copy to the Trustee and the Paying Agent. The Redemption Notice shall identify the Notes and the aggregate principal amount thereof to be redeemed pursuant to the redemption and shall state: (i) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Section 3.01; (ii) the Redemption Date; (iii) the Redemption Price; (iv) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the close of business on the Business Day immediately preceding the Redemption Date (unless the Company defaults in the payment of the Redemption Price); (v) the Conversion Rate and, in the case of any conversion of the Note in connection with a Provisional Redemption in accordance with Section 3.01, the number of additional shares of Common Stock specified in Section 5.07 to be issuable upon such conversion of the Note; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures a Holder must follow to convert its Notes; (viii) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price therefor; (ix) the CUSIP number or numbers, as the case may be, of the Notes to be redeemed; and (x) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that on which and after the Redemption Date, upon surrender of such repurchase occursNote, for a purchase price new Note in principal amount equal to the outstanding principalunredeemed portion thereof shall be issued. (d) Section 3.02 of the Base Indenture shall not apply to, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Sellerhave no force and effect with respect to, the Servicer or Notes and any reference to Section 3.02 of the Issuer Base Indenture with respect to the Notes shall furnish each Rating Agency notice of such redemptionbe superseded by and references thereto shall be deemed to refer to this Section 3.01(d). If the Company does not redeem all of the Notes, the Trustee shall select the Notes to be redeemed in principal amounts of $1,000 or integral multiples of $1,000, from Notes then outstanding and not already redeemed as a result of having previously been called for redemption, in accordance with the procedures of the Depositary. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such Holder converts a portion of such Holder’s Note, the converted portion shall be deemed to be from the portion selected for redemption to the extent that the converted portion does not exceed the portion selected for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and the principal amount thereof to be redeemed. If any Notes are to be redeemed pursuant to this Section 10.01(a)in part only, the Servicer or the Issuer Company shall furnish notice of such election issue new Notes in principal amount equal to the Indenture Trustee unredeemed principal portion thereof; provided, that the Company shall not later than 20 be required to (i) issue, register the transfer of or exchange any Notes during a period beginning at the open of business 15 days prior before the mailing of a Redemption Notice and ending at the close of business on the earliest date on which the relevant Redemption Notice is deemed to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price have been given to all Holders of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (yii) register the Pre-Funded Amount has been reduced to $150,000 transfer of or less on exchange any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedso selected for redemption, in whole or in part, as described except the unredeemed portion of any Notes being redeemed in part. (e) With respect to any Notes that are converted in connection with a Provisional Redemption in accordance with Section 7.07(c5.07, the Company shall, if applicable, increase the Conversion Rate for the Notes so surrendered for conversion by a number of Additional Shares in accordance with Section 5.07. (f) No Notes may be redeemed if the principal amount of the Sale Notes has been accelerated, and Servicing Agreementsuch acceleration has not been rescinded, on or prior to the Redemption Date. (g) If, by 11:00 a.m., New York City time on the applicable Redemption Date, the Paying Agent holds money sufficient to make payment of the Redemption Price on all the Notes or portions thereof that are to be redeemed on such Redemption Date, then (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Redemption Price and previously accrued but unpaid interest); provided, that, if the Redemption Date is after a Regular Record Date and on or prior to the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date shall be paid, on such Interest Payment Date, to the Holder of record of such Notes at the close of business on such Regular Record Date without any requirement to surrender such Notes to the Paying Agent. The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (h) If the Redemption Price of any Note shall not be fully and duly paid in a principal amount described thereinaccordance with this Section 3.01, the portion of the Redemption Price that is not so paid shall bear interest pursuant to Section 2.04, and such Note shall continue to be convertible pursuant to Article V of this First Supplemental Indenture, until such Redemption Price and accrued interest have been paid.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption shall be redeemed in whole, but not in part, on any Payment Date upon which the Distribution Date on which such repurchase occursServicer exercises its option to purchase the Trust Estate (other than the Trust Accounts) pursuant to Section 11.1(a) of the Sale and Servicing Agreement, for a purchase price at least equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that no such redemption may be effected unless the Issuer has available funds sufficient to pay the Redemption Price on such amountsPayment Date. SellerAdditionally, the Servicer or Notes may be redeemed by the Issuer shall furnish each Rating Agency notice in whole, but not in part, on any Payment Date upon which the sum of such redemptionthe amounts in the Spread Account and remaining available funds after the payments under clauses (i) through (xxii) of Section 5.7(a) of the Sale and Servicing Agreement would be sufficient to pay in full the Outstanding Amount of all the Notes. If In the case of the Issuer exercising its option to redeem the Notes are to be redeemed pursuant to this Section 10.01(a)10.1, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 35 days prior to the Redemption Date. In the case of the Servicer exercising its option to purchase the Trust Estate (other than the Trust Accounts) pursuant to Section 11.1(a) of the Sale and Servicing Agreement and this Section 10.1, the Servicer shall furnish notice of such election to the Issuer and Trustee not later than 35 days prior to the Redemption Date and deposit the proceeds from the sale of the Receivables into the Collection Account. If the proceeds of such sale are not so deposited into the Collection Account with the Trustee at least one Business Day prior to the Redemption Date, any such redemption shall be deemed to be automatically rescinded and the Noteholders shall receive the payments of interest and principal that would be due to the Noteholders on such Payment Date as if such option to redeem the Notes had never been exercised. For the avoidance of any doubt, no Event of Default shall occur solely as a result of such rescission. The Issuer shall deposit with furnish the Indenture Trustee in Rating Agencies notice of any such redemption promptly after the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesoccurrence thereof. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this IndentureIf, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Mandatory Redemption Date. (c) If (x) , the Pre-Funded Amount has not been reduced is greater than zero after giving effect to zero the purchase of all Subsequent Receivables during the Funding Period, including any such purchase on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end last day of the Funding Period) or (y) , certain of the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, Notes may be redeemed in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date part pursuant to Section 7.07 5.8 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, Agreement in whole or in part, as described in Section 7.07(c) of an aggregate amount equal to the Sale and Servicing Agreement, in a principal amount described thereinNote Prepayment Amount.

Redemption. 7.1 Subject to this Agreement and mandatory Swiss law, including without limitation, Article 659 et seq. Swiss Code of Obligations, and provided that (ai) In no Put Option or Call Option has been exercised in accordance with a Put Transfer Notice or Call Transfer Notice (as applicable) in respect of the event relevant Series A Preferred Shares, (ii) there are sufficient capital contribution reserves of the Company so that the Seller pursuant to Section 7.10 payment of the Sale redemption consideration is not a distribution subject to Swiss Federal Withholding Tax (the “Capital Contribution Reserves”) available to effect the redemption (as set out in Clause 7.2 below) (or alternatively, the Company has obtained a tax ruling from the Swiss Federal Tax Authority that the redemption is not a payment or distribution subject to Swiss taxes including but not limited to Swiss Federal Withholding, in a form reasonably satisfactory to the Holders of a majority of Series A Preferred Shares, for other reasons including without limitation where Swiss Federal Withholding tax has been abolished), and Servicing Agreement purchases (iii) the corpus Value of each Series A Preferred Shares on an As-Converted Basis is equal to or greater than $10.00, the Company shall have the right but not the obligation to issue a preliminary notice to the Holders of its potential intention to redeem some or all of the TrustSeries A Preferred Shares (pro-rata among all Holders to their then holding of Series A Preferred Shares) following the fifth anniversary of the Closing Date or, if earlier, upon a change of control of the Company which would result in the Holders of the Series A Preferred Shares receiving an amount equal to or greater than $10.00 per Series A Preferred Share (the “Redemption Transfer Intention”). After thirty (30) calendar days following but within 45 days following the Redemption Transfer Intention, the Notes are Company shall have the right to issue an irrevocable notice of its intention to redeem the Series A Preferred Shares which were the subject to redemption in whole, but not in part, of the Redemption Transfer Intention (the “Redemption Transfer Notice”) provided the VWAP of the Series A Preferred Shares on an As-Converted Basis on the Distribution Date trading day prior to the Redemption Transfer Notice is equal to or greater than $10.00. The Redemption Transfer Notice shall specify the date and time on which the Redemption (as defined below) is to be completed, which shall be no later than two (2) Business Days following the date of the Redemption Transfer Notice (the “Redemption Effective Time”). There shall be no limit on the number of Redemption Transfer Intentions that the Company is permitted to issue per calendar year but no such notice shall be issued within 60 Business Days of a previous Redemption Transfer Intention unless approved by the Preferred Holder Majority (such approval not to be unreasonably withheld or delayed). 7.2 Following issue of a valid Redemption Transfer Notice in accordance with Clause 7.1, the Company may redeem some or all of the Series A Preferred Shares (pro-rata among all Holders) (the “Redemption”) at the Redemption Effective Time for the VWAP of the Series A Preferred Shares on an As-Converted Basis on the trading day prior to the Redemption Effective Time on an As-Converted Basis, payable in cash or Common Shares (at the Company’s election) (such amount being the “Redemption Amount”). 7.3 If the conditions in Clause 7.1(i) are satisfied but Clause 7.1(ii) is not satisfied because there are insufficient Capital Contribution Reserves to effect the Redemption (but all other mandatory Swiss law requirements, including Article 659 et seq. Swiss Code of Obligations, are complied with), the Company shall still have the right to issue a Redemption Transfer Notice specifying the Redemption Effective Time, which shall in this case be a date at least forty (40) calendar days after the date on which such repurchase occurs, for a purchase price equal notice is delivered to the outstanding principalHolders or such other date and time as the Preferred Holder Majority and the Company may agree. Such Redemption Transfer Notice shall also provide each Holder with the right to exercise the Put Option (in substitution for the Redemption, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(awhich would no longer occur), provided that such Holder delivers a Put Transfer Notice in accordance with Clause 5.1 above and so long as the Servicer or the Issuer shall furnish notice of such election Put Transfer Notice is delivered to the Indenture Trustee not later than 20 Company on a date at least ten (10) calendar days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesEffective Time. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Class A-2 Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Class A-2 Notes; providedPROVIDED, howeverHOWEVER, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c8.02(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In The Issuer shall not have the event that right to redeem any Notes prior to January 20, 2012, except to preserve the Seller pursuant Parent Guarantor's status as a real estate investment trust for U.S. federal income tax purposes. If, at any time, the Issuer determines it is necessary to Section 7.10 redeem the Notes in order to preserve the Parent Guarantor's status as a real estate investment trust for U.S. federal income tax purposes, the Issuer may, upon not less than 30 nor more than 60 days' prior written notice by mail to the Holders of the Sale and Servicing Agreement purchases the corpus of the TrustNotes, redeem the Notes are subject to redemption in whole, but not whole or in part, on the Distribution Date on which such repurchase occurs, for a purchase price cash equal to 100% of the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price principal amount of the Notes to be redeemed whereupon plus accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Redemption Date. In such case, the Issuer shall provide the Trustee with an Officers' Certificate evidencing that the Board of Trustees of the Parent Guarantor has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Parent Guarantor's status as a real estate investment trust for U.S. federal income tax purposes. The Issuer shall have the right to redeem the Notes, in whole or in part at any time or from time to time, on or after January 20, 2012 upon not less than 30 nor more than 60 days' prior written notice by mail to the Holders of the Notes, at a redemption price ("Redemption Price") for cash equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (and Additional Interest, if any) to, but not including, the Redemption Date. If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in principal amounts of $1,000 and integral multiples thereof) on a pro rata basis or by such Notes other method the Trustee considers fair and appropriate. The Trustee shall be due and payable on make the selection at least 30 days but not more than 60 days before the Redemption Date upon from Outstanding Notes not previously called for redemption. Notes and portions of the furnishing principal amount thereof selected for redemption shall be in integral multiples of $1,000. The Trustee shall notify the Issuer promptly of the Notes or portions of the principal amount thereof to be redeemed. If the Trustee selects a portion of a notice complying with Section 10.02 to each Note for partial redemption and a Holder exchanges a portion of the Notes. (b) same Note in accordance with the provisions of Section 2.11 hereof before termination of the exchange right with respect to the portion of the Note so selected, the exchanged portion of such Note shall be deemed to be from the portion selected for redemption. Notes that have been exchanged pursuant to Section 2.11 hereof during a selection of Notes to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In the event that the assets of any redemption of the Trust are sold Notes in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of any Note pursuant to Section 5.03(b) 305 of this Indenture, the proceeds Original Indenture during a period beginning at the opening of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), business 15 days before any selection of Notes for redemption and ending at the Servicer or the Issuer shall, to the extent practicable, furnish notice close of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable business on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date earliest date on which the Funding Period ends (orrelevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (yii) register the Pre-Funded Amount has been reduced to $150,000 transfer or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date exchange pursuant to Section 7.07 305 of the Sale and Servicing Agreement, one or more classes Original Indenture of Notes then outstanding will be redeemedany Note so selected for redemption, in whole or in part, as described except the unredeemed portion of any Note being redeemed in part. In addition to those matters set forth in Section 7.07(c) 1104 of the Sale Original Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall state: (a) the name and Servicing Agreementaddress of the Trustee, the Paying Agent and Exchange Agent; (b) the then current Exchange Rate; (c) that Notes called for redemption may be exchanged pursuant to Section 2.11 hereof at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; and (d) that Holders who wish to exchange Notes pursuant to Section 305 of the Original Indenture must comply with the procedures relating thereto specified in a principal amount described thereinSection 2.13 hereof.

Redemption. (a) In the event that the Seller pursuant Pursuant to Section 7.10 9.4 of the Sale and Servicing Agreement purchases Trust Agreement, the corpus Transferor shall be permitted at its option to purchase the interest in the Transaction SUBI evidenced by the Transaction SUBI Certificate from the Issuer on any Payment Date if the Outstanding Note Balance is less than or equal to 10% of the TrustInitial Note Balance. The purchase price for the Transaction SUBI Certificate shall equal the Optional Purchase Price, which amount shall be deposited by the Transferor into the Collection Account on the Redemption Date. In connection with an Optional Purchase, the Notes are subject shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price. (b) If the Transferor exercises the Optional Purchase, on the Redemption Date, prior to redemption 1:00 p.m., New York City time, the Paying Agent shall transfer the Optional Purchase Price from the Collection Account to the Noteholders as the Redemption Price. (c) If on any Payment Date the amount on deposit in the Reserve Account, after giving effect to withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or equal to the balance of the Notes then outstanding, then such amount will be used to redeem the then Outstanding Notes. On such Payment Date, (i) the Indenture Trustee shall transfer all amounts on deposit in the Reserve Account to the Collection Account, (ii) the Paying Agent shall transfer an amount equal to the Outstanding Note Amount to the Noteholders as the Redemption Price, and (iii) the Outstanding Notes shall be redeemed in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. Payment Date. (d) If the Notes are to be redeemed pursuant to this Sections 10.1(a) and 10.1(b) or Section 10.01(a10.1(c), the Servicer Administrator or the Issuer shall furnish provide at least 30 days' prior notice of such election the redemption of the Notes to the Indenture Trustee and the Issuer, and the Indenture Trustee shall provide prompt (but not later than 20 10 days prior to the applicable Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a Date) notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, thereof to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateNoteholders. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) Prior to 90 days before their Stated Maturity (September 16, 2031) (the “Par Call Date”), upon not less than 15 nor more than 60 days’ notice, the Company may redeem the Series J Notes at any time in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to 100% of the principal amount thereof plus the Make-Whole Premium, together with accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date). (b) Notwithstanding the foregoing, within the period beginning on or after the Par Call Date, upon not less than 15 nor more than 60 days’ notice, the Company may redeem the Series J Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date). (c) In connection with any redemption of the Series J Notes, any such redemption may, in the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed beyond such 60-day period until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Seller redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of its obligations with respect to such redemption may be performed by another person. (d) The Series J Notes will not have the benefit of any sinking fund. (e) Notice of a redemption of the Series J Notes made pursuant to this Section 7.10 1.03 shall be given in the manner set forth in Section 3.3 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesIndenture; provided, however, that any such notice need not set forth the Issuer has available funds sufficient to pay such amounts. Seller, redemption price but need only set forth the Servicer or the Issuer shall furnish each Rating Agency notice calculation thereof as described in subsection (a) of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a)1.03. The redemption price, calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by the Servicer or the Issuer shall furnish notice of such election Company to the Indenture Trustee not no later than 20 days one Business Day prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredemption date. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller Servicer pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing Agreement Agreement, purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Payment Date on which such repurchase purchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Date Amount; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Collection Account no later than one Business Day prior to the Redemption Price Date the Redemption Date Amount of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)10.01, the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant Subject to Section 7.10 of 10.01(c), all the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption Bonds may be redeemed in whole, but not in part, on the Distribution Redemption Date on which such repurchase occurs, for as provided in clause (i) of the definition thereof at the Redemption Price at the option of the holders of a purchase price equal to majority of the outstanding principal, and accrued ownership interest on of the NotesIssuer (the "Residual Majority"); providedPROVIDED, however, that funds in an amount equal to the Issuer has available funds sufficient Redemption Price, plus any amounts owed to pay such amounts. Sellerthe Bond Insurer under the FSA Insurance Agreement, any unreimbursed Nonrecoverable Advances and any unreimbursed amounts due and owing to the Servicer Indenture Trustee hereunder, must be deposited with the Indenture Trustee no later than 10:00 a.m. New York City time on the Redemption Date or the Issuer shall furnish each Rating Agency notice have complied with the requirements for satisfaction and discharge of such redemptionthe Bonds specified in Section 4.01 (other than Section 4.01(2)). If Notice of the Notes are election to redeem the Bonds shall be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election furnished to the Indenture Trustee not later than 20 thirty (30) days prior to the Redemption Payment Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed selected for such redemption, whereupon all such Notes Bonds shall be due and payable on the Redemption such Payment Date upon the furnishing of a notice complying with pursuant to Section 10.02 to each Holder of such Bonds and the NotesBond Insurer. Upon the redemption of the Bonds, Mortgage Loans in the Trust Estate shall be released and delivered to the owners of the Investor Certificate. (b) Following the first Payment Date on which the Aggregate Principal Balance of the Mortgage Loans as of the related Determination Date is 10% or less of the Cut-off Date Aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date (unless the Bonds shall have been redeemed pursuant to this Section 10.01), the Indenture Trustee shall solicit bids for the purchase of the Mortgage Loans and the Trust Estate. If the highest bid received by the Indenture Trustee from a qualified bidder is not less than the fair market value of the Mortgage Loans and would equal or exceed the amount set forth in clause (ii) below, the Indenture Trustee shall notify the Depositor, the Servicers and the Master Servicer of the bid price. (i) The Depositor shall have the right of first refusal to purchase the Mortgage Loans at such bid price (or if the Depositor does not exercise such right, the Master Servicer may exercise such first refusal rights to purchase the Mortgage Loans at the bid price and, if the Master Servicers does not exercise such right, the Servicers may jointly or severally exercise such right). If the Seller, the Master Servicer and each Servicer affirmatively waive in writing their respective first refusal rights, then the Indenture Trustee shall sell and assign such Mortgage Loans without recourse to the highest bidder and shall redeem the Bonds. The Indenture Trustee shall not consummate the sale unless the bid price is at least equal to an amount, which, when added to Available Funds for the related Payment Date, would equal the sum, without duplication, of (i) the accrued interest then due on such Payment Date, (ii) any unpaid LIBOR Carryover Amount due on the Class A-1 Bonds, (iii) the aggregate Class Balance of both Classes of Bonds as of such Payment Date, (iv) the aggregate of all amounts owed to the Bond Insurer or that will be owed to the Bond Insurer as a result of such sale pursuant to the FSA Insurance Agreement, (v) any accrued and unpaid Servicing Fees and any Servicing Advances and Monthly Advances (including Nonrecoverable Advances) previously made by the Servicers or the Master Servicer and remaining unreimbursed as of such Payment Date and (vi) any accrued and unpaid fees, costs and expenses and other amounts owing to the Indenture Trustee or the Owner Trustee as of such Payment Date. If such conditions are not met, the Indenture Trustee shall not consummate such sale. (ii) The Indenture Trustee shall not be required to consummate a sale of the Mortgage Loans unless it receives an Opinion of Counsel (with a copy to the Bond Insurer) (which Opinion of Counsel shall not be at the expense of the Indenture Trustee) that such sale will not give rise to any adverse tax consequences to the Issuer or the Bondholders or adversely affect the opinion that the Bonds will evidence indebtedness of the Issuer under the Code. (iii) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such a sale shall be distributed as provided is not consummated in Section 5.06. If amounts are to be paid to Noteholders pursuant to accordance with this Section 10.01(b), the Servicer or Indenture Trustee shall solicit bids on a quarterly basis for the Issuer shallpurchase of such assets upon the terms described in this Section. (iv) The proceeds of the sale of the Mortgage Loans shall be used to redeem the Bonds and to pay all amounts set forth in clause (i) above then due and owing, and any excess shall be deposited in the Certificate Distribution Account for payment to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateInvestor Certificateholder. (c) If The right to redeem the Bonds in whole provided in Section 10.01(a) and (xb) shall be subject to the Pre-Funded Amount has not been reduced right of any Servicer to zero on purchase the Distribution Date on which Mortgage Loans it services, provided such purchase right is exercised at the Funding Period ends (or, if Purchase Price and otherwise in accordance with the funding Period does not end on a Distribution Date, on the first Distribution Date following the end terms of the Funding Period) or (y) applicable Servicing Agreement. The Master Servicer and the Pre-Funded Amount has been reduced Issuer shall have the right to $150,000 or less on treat any Distribution Date, such purchase of Mortgage Loans by a Servicer as a Principal Prepayment in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 Full of the Sale Mortgage Loans so repurchased with the proceeds thereof to be applied in accordance with Section 8.02(c), and Servicing Agreement, one or more classes the Issuer shall request the release of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) such Mortgage Loans from the lien of the Sale and Servicing Agreement, in a principal amount described thereinIndenture.

Redemption. (a) A Series of Notes shall be subject to redemption if and to the extent provided in the related Series Supplement. (b) Each Series of Notes shall be subject to redemption as set forth in this Section 10.1(b). In the event that of any breach of any of --------------- the Seller pursuant to representations and warranties set forth in Section 7.10 2.3 of the Trust Sale and Servicing Agreement purchases shall have a material adverse effect on the corpus Noteholders, then either the Indenture Trustee or the Holders of Notes evidencing not less than a majority in aggregate unpaid principal amount of the TrustControlling Class of each Series of Notes, by written notice to the Issuer and the Indenture Trustee may direct the Issuer to redeem all of the Notes are subject to redemption in whole, but not in part, then outstanding on the Distribution second Payment Date on which following the date of such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notesnotice (or such later date as may be specified in such notice); provided, however, that no such redemption shall be required to be made if on or prior to the earlier of the date the Redemption Notice is or is required to be sent to Noteholders, the representations and warranties set forth in Section 2.3 of the Trust Sale and Servicing Agreement are satisfied in all material respects and any material adverse effect on the Noteholders caused thereby shall have been cured. The Issuer shall promptly furnish a copy of such notice to the Transferor. (c) The redemption price for any Notes shall be equal to the applicable Redemption Price set forth in the related Series Supplement. The Issuer shall only be required to redeem Notes if it has available funds sufficient to pay such amountsamount. Seller, the Servicer or the The Issuer shall furnish each the Rating Agency Agencies notice of any such redemption. If the any Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or ------- 10.1 (a) the Issuer shall furnish notice of such election thereof to the ------- Indenture Trustee not later than 20 10 days prior to the applicable Redemption Date and the Issuer shall deposit with into the Indenture Trustee in applicable Principal Funding Account, on or before the Note Distribution Account applicable Redemption Date, the aggregate Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer or a Seller pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occursthe Servicer or a Seller exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Trustee and the Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Collection Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold distributed pursuant to Section 5.03(b) 8.1 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Collection Account shall be distributed as provided in Section 5.06paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and all other amounts accrued and unpaid with respect thereto, including, without limitation, all Monthly Costs and Expenses. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus a Change of the TrustControl or any time on or after April 15, 2020, the Notes are subject to redemption Partnership may redeem, at its option, in whole, but not whole or in part, on the Distribution Date on which such repurchase occurs, for Class E Preferred Units at a purchase redemption price in cash equal to the outstanding principal, $25.00 per unit plus an amount equal to all accumulated and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election unpaid distributions thereon to the Indenture Trustee date of redemption, whether or not later than 20 days prior to declared. Any Class E Preferred Units redeemed by the Redemption Date and the Issuer shall deposit Partnership in connection with the Indenture Trustee in the Note Distribution Account the Redemption Price a Change of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will Control must be redeemed, in whole or in part, within 120 days after the first date on which such Change of Control occurred. The Partnership may undertake multiple partial redemptions. Any redemption pursuant to this Section 5(a) shall be effected only out of funds legally available for such purpose, and any cash payment upon a Change of Control shall not be made unless (i) the Partnership has first complied with the “Change of Control” and “Limitations on Sales of Assets and Subsidiary Stock” provisions of the indentures governing the Senior Notes and (ii) such payment would be permitted under the Partnership’s Revolving Credit Facility and under the restricted payments covenant contained in the indentures governing the Senior Notes. Additionally, any cash payment to Class E Preferred Unit holders upon a Change of Control will be subject to the limitations contained in the indentures governing any future issuances of senior notes by the Partnership (b) The Partnership will give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled date of redemption, to the holders of any units to be redeemed as described such holders’ names appear on the unit transfer books maintained by the Registrar and Transfer Agent at the address of such holders shown therein. Such notice shall state: (i) the redemption date, (ii) the number of Class E Preferred Units to be redeemed and, if less than all outstanding Class E Preferred Units are to be redeemed, the number (and the identification) of units to be redeemed from such holder, (iii) the redemption price, (iv) the place where the Class E Preferred Units are to be redeemed and shall be presented and surrendered for payment of the redemption price therefor and (v) that distributions on the Class E Preferred Units to be redeemed will cease to accumulate from and after such redemption date. (c) If fewer than all of the outstanding Class E Preferred Units are to be redeemed, the number of units to be redeemed will be determined by the Partnership, and such units will be redeemed by such method of selection as the Securities Depositary shall determine, pro rata or by lot, with adjustments to avoid redemption of fractional units. So long as all Class E Preferred Units are held of record by the nominee of the Securities Depositary, the Partnership will give notice, or cause notice to be given, to the Securities Depositary of the number of Class E Preferred Units to be redeemed, and the Securities Depositary will determine the number of Class E Preferred Units to be redeemed from the account of each of its participants holding such units in Section 7.07(cits participant account. Thereafter, each participant will select the number of units to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Class E Preferred Units for its own account). A participant may determine to redeem Class E Preferred Units from some beneficial owners (including the participant itself) without redeeming Class E Preferred Units from the accounts of other beneficial owners. So long as the Class E Preferred Units are held of record by the nominee of the Securities Depositary, the redemption price will be paid by the Paying Agent to the Securities Depositary on the redemption date. The Securities Depositary’s normal procedures provide for it to distribute the amount of the redemption price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting as agent. If the Partnership gives or causes to be given a notice of redemption, then it will deposit with the Paying Agent funds sufficient to redeem the Class E Preferred Units as to which notice has been given by the 5:00 p.m., New York City time, no later than the Business Day immediately preceding the date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such units is issued in the name of the Securities Depositary or its nominee) of the Sale certificates therefor. If notice of redemption shall have been given, then from and Servicing Agreementafter the date fixed for redemption, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all distributions on such units will cease to accumulate and all rights of holders of such units as unitholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid distributions through the date fixed for redemption, whether or not declared. If only a portion of the Class E Preferred Units represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur automatically if the certificate representing such units is registered in the name of the Securities Depositary or its nominee), the Paying Agent will issue to the holder of such units a new certificate (or adjust the applicable book-entry account) representing the number of Class E Preferred Units represented by the surrendered certificate that have not been called for redemption. (d) Notwithstanding any notice of redemption, there will be no redemption of any Class E Preferred Units called for redemption until funds sufficient to pay the full redemption price of such units, including all accumulated and unpaid distributions to the date of redemption, whether or not declared, have been deposited by the Partnership with the Paying Agent. (e) The Partnership and its affiliates may from time to time purchase the Class E Preferred Units, subject to compliance with all applicable securities and other laws. Any Class E Preferred Units that are redeemed or otherwise acquired by the Partnership will be cancelled. (f) Notwithstanding the foregoing, in the event that full cumulative distributions on the Class E Preferred Units or any Parity Securities have not been paid or declared and set apart for payment, the Partnership may not repurchase, redeem or otherwise acquire, in whole or in part, any Class E Preferred Units or Parity Securities except pursuant to a principal amount described thereinpurchase or exchange offer made on the same terms to all holders of Class E Preferred Units and any Parity Securities, including the Partnership’s Class E Convertible Preferred Units. Common Units and any other Junior Securities may not be redeemed, repurchased or otherwise acquired unless full cumulative distributions on the Class E Preferred Units and any Parity Securities, including the Partnership’s Class E Convertible Preferred Units, for all prior and the then-ending distribution periods have been paid or declared and set apart for payment.

Redemption. The Majority Residual Interest Holders (aas defined in the Trust Agreement) In the event that the Seller pursuant to Section 7.10 may, at their option, effect an early redemption of the Sale and Servicing Agreement purchases Notes on or after any Distribution Date on which the corpus Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance. The Majority Residual Interest Holders shall effect such early redemption by directing the Indenture Trustee to sell all of the Home Loans to a person that is not an Affiliate of any of the Majority Residual Interest Holders, the Transferor or the Servicer at a price not less than the Termination Price. In connection with any such optional termination, to the extent that sufficient proceeds are not available from the sale of the Home Loans or the termination of the Trust, the Notes are subject Majority Residual Interest Holders will pay the outstanding fees and expenses, if any, of the Indenture Trustee, the Owner Trustee, the Co- Owner Trustee, the Issuer, the Custodian and the Servicer. Any such redemption by the Majority Residual Interest Holders shall be accomplished by the Majority Residual Interest Holders' depositing or causing to redemption in whole, but not in part, be deposited into the Collection Account by 10:00 A.M. New York City time on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days third Business Day prior to the Redemption Date the amount of the Termination Price. On the same day that the Termination Price is deposited into the Collection Account, the Termination Price and the Issuer shall any amounts then on deposit with the Indenture Trustee in the Note Distribution Collection Account the Redemption Price of the Notes (other than any amounts not required to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold have been deposited therein pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.01(b)(1) of the Sale and Servicing Agreement) shall be transferred to the Note Distribution Account for distribution to the Noteholders on the Redemption Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to such transfer shall belong to the Servicer. For purposes of calculating the Regular Distribution Amount for the Redemption Date, amounts transferred to the Note Distribution Account pursuant to the immediately preceding sentence on the Determination Date immediately preceding such final Distribution Date shall in a principal amount described therein.all cases be deemed to have been received during the related Due Period, and such transfer shall be applied pursuant to Sections 5.01(d) and 5.01(e) of the Sale and Servicing Agreement. The Servicer or the Issuer shall furnish the Rating Agencies notice of any such redemption in accordance with Section 10.02. -------------

Redemption. The Company may redeem the Securities of this Series in whole at any time or from time to time in part prior to their Stated Maturity, at its option, pursuant to the following terms: (a) In Prior to March 12, 2034 (the event date that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal is three months prior to the outstanding principal, and accrued interest on Stated Maturity) (the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a“Par Call Date”), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of Company may redeem the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedat its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as described in Section 7.07(ca percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (x) the sum of the Sale present values of the remaining scheduled payments of principal and Servicing Agreementinterest thereon discounted to the Redemption Date for such Notes (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (y) interest accrued on the Notes to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date for such Notes. (b) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date for such Notes. (c) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depository’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. (d) If the Company partially redeems the Notes, selection of the Notes for redemption will be made pursuant to the Depository’s procedures (or, in the case of certificated Notes, as provided in the Base Indenture). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note to be redeemed will state the portion of the principal amount of the Note to be redeemed. A new certificated Note in a principal amount described thereinequal to the unredeemed portion of any certificated Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original certificated Notes. For so long as the Notes are held by the Depository, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depository. (e) Unless the Company defaults in payment of the Redemption Price, on and after the applicable Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.

Redemption. (a) In All the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption Bonds may be redeemed in whole, but not in part, on each Redemption Date at the Distribution Date Redemption Price at the option of the holders of a majority of the ownership interest of the Issuer (the "Residual Majority"), or at the option of the Servicer if the Residual Majority shall not have exercised its option to redeem the Bonds on which such repurchase occursRedemption Date, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that funds in an amount equal to the Issuer has available funds sufficient Redemption Price must have been deposited with the Indenture Trustee prior to pay the Indenture Trustee's giving notice of such amounts. Seller, the Servicer redemption pursuant to Section 10.02 or the Issuer shall furnish each Rating Agency notice have complied with the requirements for satisfaction and discharge of such redemptionthe Bonds specified in Section 4.01. If the Notes are Issuer shall elect to be redeemed redeem the Bonds pursuant to this Section 10.01(a)10.01, the Servicer or the Issuer it shall furnish notice of such election to the Indenture Trustee not later than 20 thirty (30) days prior to the Redemption Payment Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed selected for such redemption, whereupon all such Notes Bonds shall be due and payable on the Redemption such Payment Date upon the furnishing of a notice complying with pursuant to Section 10.02 to each Holder of the Notessuch Bonds. (b) In the event that the assets Upon receipt of the Trust are sold notice from Issuer of its election to redeem the Bonds pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b10.01(a), the Servicer or Indenture Trustee shall prepare and deliver to the Issuer, no later than the related Redemption Date, a Payment Date Statement stating therein that it has determined that the conditions to redemption at the option of the Issuer shallhave been satisfied and setting forth the amount, if any, to be withdrawn from the extent practicable, furnish notice of such event Bond Account and paid to the Indenture Trustee not later than 20 days prior Servicer as reimbursement for Nonrecoverable Advances and such other information as may be required to the Redemption Date whereupon all accomplish such amounts shall be payable on the Redemption Dateredemption. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occurs, for a the Servicer exercises its option to purchase price equal the assets of the Issuer pursuant to the outstanding principalsaid Section 9.1(a), and accrued interest on the Notes; provided, however, that amount paid by the Issuer has available funds sufficient Servicer shall be treated as collections of Receivables and applied to pay such amountsthe unpaid principal amount of the Notes plus accrued and unpaid interest thereon and the Certificate Balance. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies and the Noteholders notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 twenty (20) days prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. (New York City time) on the Redemption Date with the Indenture Trustee in the Note Distribution Payment Account the Redemption Price of the Notes to be redeemed redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesDate. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer on or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Pre- Funding and Reinvestment Period ends (or, if the funding Pre-Funding and Reinvestment Period does not end on a Distribution Payment Date, on the first Distribution Date following the end of the Funding Period) or (yimmediately succeeding Payment Date) the Remaining Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in withdrawn from the Pre-Funded Amount on such Distribution Date Funding and Reinvestment Account and deposited to the Collection Account by the Indenture Trustee at the direction of the Servicer pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c4.8(b) of the Sale and Servicing Agreement, in the Remaining Pre-Funded Amount shall be treated as a principal amount described thereinpart of the Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In Series A Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. Series A Preferred Stock is not redeemable prior to November 15, 2024. On and after that date, Series A Preferred Stock will be redeemable at the event that the Seller pursuant to Section 7.10 option of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedCorporation, in whole or in part, as described in Section 7.07(con any Series A Dividend Payment Date, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends. Holders of Series A Preferred Stock will have no right to require the redemption or repurchase of Series A Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, may redeem, at any time, all (but not less than all) of the Sale shares of the Series A Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share, plus any declared and Servicing Agreementunpaid dividends, upon notice given as provided in Subsection (b) below. (b) If shares of Series A Preferred Stock are to be redeemed, the notice of redemption shall be sent to the holders of record of Series A Preferred Stock to be redeemed, sent not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the depositary shares representing Series A Preferred Stock are held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a principal amount statement setting forth: (1) the redemption date; (2) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where the certificates evidencing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price. On and after the redemption date, dividends will cease to accrue on shares of Series A Preferred Stock, and such shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, including rights described thereinunder Section 6, except the right to receive the redemption price plus any declared and unpaid dividends. (c) In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected pro rata or by lot. (d) Any redemption of the Preferred Stock is subject to the Corporation’s receipt of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital adequacy regulations and policies of the Federal Reserve applicable to redemption of the Preferred Stock.

Redemption. (a) In Prior to the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the TrustPar Call Date, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If Company may redeem the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedat its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as described a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal of the Notes being redeemed and interest thereon discounted to the redemption date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 50 basis points, less (b) interest accrued to the redemption date; and (ii) 100% of the principal amount of the Notes being redeemed, plus, in either case, accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but not including, the redemption date. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures or, for the avoidance of doubt, such shorter period as is specified solely in respect of a Special Mandatory Redemption) at least ten (10) days but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed. The notice of redemption for the Notes will (other than in respect of a Special Mandatory Redemption, notice of which shall be provided in accordance with Section 7.07(c107 below) be provided in accordance with Section 4.03 of the Base Indenture and will state the information required under Section 4.03(c) of the Sale Base Indenture. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and Servicing Agreement, fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. A new Note in a principal amount described thereinequal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption. Notice of any optional redemption of the Notes may, at the Company’s discretion, be given in connection with a debt or equity offering or incurrence or other transaction (or series of related transactions), Change of Control or other event and prior to the completion or the occurrence thereof, and any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related debt or equity offering, incurrence, transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than sixty (60) days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date or by the redemption date as so delayed, or such notice may be rescinded at any time in the Company’s discretion if the Company reasonably believes that any or all of such conditions will not be satisfied or waived. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. The Company’s actions and determinations in determining the redemption price on any redemption date shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine or verify the Company’s determination of the redemption price or the Treasury Rate. The Company may, subject to compliance with applicable law, at any time purchase Notes in the open market or otherwise.

Redemption. (a) In Commencing on the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the TrustInitial Warrant Redemption Date, the Notes are subject to redemption in wholeCompany may, on 30 days' prior written notice, redeem all, but not in partless than all, on of the Distribution Date on which such repurchase occursWarrants at five cents ($0.05) per Warrant, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay before any such amounts. Sellercall for redemption of Warrants can take place, the Servicer average closing sale price for the Common Stock as reported by AMEX, if the Common Stock is then traded on AMEX (or the Issuer average closing sale price, if the Common Stock is then traded on another national securities exchange) shall furnish each Rating Agency notice have equalled or exceeded $________ [150% of such redemption. If the Notes are then exercise price per share] per share (subject to be redeemed pursuant to this Section 10.01(a), adjustment) for any twenty (20) trading days within a period of thirty (30) consecutive trading days ending on the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days fifth trading day prior to the Redemption Date date on which the notice contemplated by subsections (b) and the Issuer shall deposit with the Indenture Trustee (c) below is given (subject to adjustment in the Note Distribution Account the Redemption Price event of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with any stock splits or other similar events as provided in Section 10.02 to each Holder of the Notes8 hereof). (b) In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than five (5) business days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to National a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. (c) The notice of redemption shall specify (i) the Redemption Price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the Redemption Price shall be paid, (iv) if National is engaged as a Warrant solicitation agent, that National shall receive the commission contemplated by Section 4(b) hereof, and (v) that the assets right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the Trust are sold proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The Redemption Price payable to the Registered Holders shall be mailed to such persons at their addresses of record. (e) The Company shall indemnify National and each person, if any, who controls National within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from the registration statement or prospectus referred to in Section 5(b) hereof to the same extent and with the same effect (including the provisions regarding contribution) as the provisions pursuant to Section 5.03(b) of this Indenture, which the proceeds of such sale shall be distributed as provided Company has agreed to indemnify National contained in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), 7 of the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 Underwriting Agreement. (f) Five business days prior to the Redemption Date whereupon all Date, the Company shall furnish to National (i) an opinion of counsel to the Company, dated such amounts shall be payable date and addressed to National, and (ii) a "cold comfort" letter dated such date addressed to National, signed by the independent public accountants who have issued a report on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution DateCompany's financial statements included in such registration statement, in either each case after giving effect covering substantially the same matters with respect to any reductions such registration statement (and the prospectus included therein) and, in the Pre-Funded Amount on case of such Distribution Date pursuant accountants' letter, with respect to Section 7.07 events subsequent to the date of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in partsuch financial statements, as described are customarily covered in Section 7.07(c) opinions of the Sale issuer's counsel and Servicing Agreement, in a principal amount described thereinaccountants' letters delivered to underwriters in underwritten public offerings of securities.