Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Master Servicer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time to time, some or all after the Payment Date on which the aggregate Stated Principal Balance of the Notes before they mature at a Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the sum greater of (xi) 100% the Stated Principal Balance of the principal amount Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes redeemed or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest, if any, to, but not including, interest thereon at the date weighted average of redemption (the “Redemption Date”), subject to Mortgage Rates through the rights end of Holders of record of Notes on the relevant record date to receive interest due on Due Period preceding the relevant Interest final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (ythe "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Make-Whole PremiumIndenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Master Servicer shall provide written notice of its exercise of such option to the Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Trustee nor any Paying Agent Indenture Trustee, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Master Servicer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Master Servicer with the Indenture Trustee shall be immediately returned to the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Master Servicer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time to time, some or all after the Payment Date on which the aggregate Stated Principal Balance of the Notes before they mature at a Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the sum greater of (xi) 100% the Stated Principal Balance of the principal amount Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes redeemed or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest, if any, to, but not including, interest thereon at the date weighted average of redemption (the “Redemption Date”), subject to Mortgage Rates through the rights end of Holders of record of Notes on the relevant record date to receive interest due on Due Period preceding the relevant Interest final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (ythe "Redemption Price"). If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Make-Whole PremiumIndenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Master Servicer shall provide written notice of its exercise of such option to the Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Trustee nor any Paying Agent Indenture Trustee, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Master Servicer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Master Servicer with the Indenture Trustee shall be immediately returned to the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Master Servicer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time to time, some or all after the Payment Date on which the aggregate Stated Principal Balance of the Notes before they mature at a Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the sum greater of (xi) 100% the Stated Principal Balance of the principal amount Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes redeemed or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interestinterest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, if anyP&I Advances, to, but not including, the date of redemption any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the “Redemption DatePrice”); provided, subject however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus Indenture Trustee and (yB) the Make-Whole PremiumIndenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Master Servicer shall provide written notice of its exercise of such option to the Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Trustee nor any Paying Agent Indenture Trustee, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Master Servicer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Master Servicer with the Indenture Trustee shall be immediately returned to the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at Issuer shall retire the Notes in the event that the Servicer exercises its election, at any time or from time optional purchase right pursuant to time, some or all Section 6.04 of the Notes before they mature Servicing Agreement to purchase all (but not less than all) of the Receivables Trust Certificate (whereupon the Issuer may cause the Receivables Trust to distribute all remaining Receivables to the Issuer or its designee) or the remaining Receivables held by the Receivables Trust. (b) In accordance with a securitization, sale or other transaction, the Servicer, Sponsor or Depositor may undertake an optional purchase by it or its designee on any Business Day of all (but not less than all) of the remaining Receivables held by the Receivables Trust with at a least three (3) Business Days’ notice of such redemption to the Issuer, the Receivables Trust, the Indenture Trustee, the Administrative Agent and the Noteholders. In order to exercise its purchase option set forth in this clause (b), the Servicer, the Sponsor or the Depositor, as applicable (in such capacity, the “Purchasing Party”), shall provide written notice of its exercise of such option to the Indenture Trustee, the Administrative Agent and the Receivables Trust Trustee at least three (3) Business Days prior to its exercise. Notwithstanding anything herein to the contrary, the notice requirements of this Section 8.07(b) shall be deemed satisfied to the extent waived in writing by the Administrative Agent and the Indenture Trustee (as directed by the Administrative Agent). Following receipt of such notice, the Indenture Trustee shall provide written notice to the Noteholders of such purchase by making electronically available such Purchasing Party notice on its website at xxx.xxxxxxx.xxx. Such notice to Noteholders shall to the extent practicable be delivered not later than three (3) Business Days prior to the date on which the proceeds of such purchase shall be applied to repay Issuer Obligations. The Redeeming Party shall, by 1:30 p.m. Eastern Standard Time, on the date on which such purchase is to be made, deposit the net proceeds of such purchase with the Indenture Trustee. The Indenture Trustee shall apply such funds as Collections on the Business Day on which such funds are received in accordance with the priorities set forth in Section 8.06 hereof, pursuant to written direction of the Servicer. (c) The aggregate redemption price for the remaining Receivables and related Sold Assets in connection with the exercise of the option described in clause (a) or clause (b) above (the “Optional Purchase Price”) will be equal to the sum of (xi) 100% of the principal amount of Notes redeemed Borrowing Base Receivables Principal Balance, plus accrued and unpaid interestinterest thereon and (ii) any fees, expenses, indemnification amounts or other reimbursements owed to the Indenture Trustee, the Receivables Trust Trustee, the Note Registrar or the Back-up Servicer, if any, to, but not including, the date of redemption (the “Redemption Date”), subject and in any event must be at least equal to the rights of Holders of record of Notes amount necessary to pay all amounts owing on the relevant record date to receive interest due Notes in full on the relevant Interest final Payment Date plus (y) in accordance with the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premiumpriorities set forth in Section 8.06. (d) The provisions In order to exercise its purchase option set forth in clause (a) (the Servicer, the Sponsor or the Depositor, as applicable (in such capacity, the “Redeeming Party”), shall provide written notice of Section 3.01 through Section 3.06 its exercise of such option to the Indenture Trustee, the Administrative Agent and the Receivables Trust Trustee at least thirty (30) days prior to its exercise. Following receipt of such notice, the Indenture Trustee shall provide written notice to the Noteholders of the Base final payment on the Notes by delivering the Redeeming Party’s written notice to the Indenture Trustee regarding such purchase. Such notice to Noteholders shall to the extent practicable be delivered not later than ten (10) Business Days prior to the final Payment Date on which such purchase option shall be exercised. Such notice from the Indenture Trustee to Noteholders shall specify that payment of the principal amount and any interest due with respect to such Notes at the final Payment Date will be payable only upon presentation and surrender of such Notes and shall specify the place where such Notes may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after any such final Payment Date, provided that the Redeeming Party shall have deposited the Optional Purchase Price (or portion thereof) as required under the following sentence. In addition, the Redeeming Party shall, on or before the proposed Payment Date on which such purchase or redemption is to be made, deposit the Optional Purchase Price (less the amount of any funds then on deposit in the Collection Account and the Reserve Account) with the Indenture Trustee. In accordance with written direction delivered to the Indenture Trustee at least five (5) Business Days prior to the final Payment Date, subject to Section 8.7(e), the Indenture Trustee shall apply such funds to make payments of all amounts owing to the transaction parties pursuant to the Transaction Documents by no later than 2:00 New York City time on the final Payment Date and make final payments of principal and interest on the Notes in accordance with such direction, which shall reflect the priorities set forth in Section 8.06 hereof, and this Indenture shall not apply be discharged. (e) In connection with such payments and redemption made on such final Payment Date this Indenture, except with respect to the Notesrights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, shall be discharged and the following provisions shall apply in lieu thereofcease to be of further effect when: (i) In the event that the Company chooses to redeem less all Notes theretofore authenticated and delivered (other than all of the Notesany Notes which have been destroyed, selection of the Notes for redemption will be made by the Trustee: (Alost or stolen and which have been replaced or paid as provided in Section 2.05) by a method that complies with the requirements, as certified have been delivered to the Indenture Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.for cancellation; (ii) No the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes of a principal amount of $2,000 or less shall be redeemed in part.(to the extent not theretofore delivered to the Indenture Trustee for cancellation); (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes Issuer has paid or caused to be redeemed, paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture Trustee; and (iv) the Issuer has delivered to the Indenture Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance an Officer’s Certificate of the Notes or Issuer meeting the applicable requirements of Section 11.01 and stating that all conditions precedent herein relating to the satisfaction and discharge of the this Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricehave been complied with. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Majority Certificateholder shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time, some or all 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”Issuer, the Master Servicer and the Securities Administrator, as applicable), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after in accordance with Section 3.05 hereof and payment in full to the First Par Call DateSecurities Administrator and the Master Servicer, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem Seller may, at its electionoption, at redeem the Notes on any time Payment Date on or from time to timeafter the Optional Redemption Date, some or by purchasing (on a servicing-retained basis), on such Payment Date, all of the Notes before they mature outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of (I) the sum of (xw) 100% of the principal amount aggregate Principal Balance of Notes redeemed the Mortgage Loans plus accrued (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and unpaid interest, if any, to, but not including, at the date Seller’s expense and (B) the Principal Balance of redemption (the “Redemption Date”), subject Mortgage Loan related to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date such REO Property plus (y) in each case, the Make-Whole Premiumgreater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and any Swap Termination Payment to the Swap Provider then remaining unpaid which is due to the exercise of such option(the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Indenture Trustee nor any Paying Agent and the Securities Administrator, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem Seller may, at its electionoption, at redeem the Notes on any time Payment Date on or from time to timeafter the Optional Redemption Date, some or by purchasing, on such Payment Date, all of the Notes before they mature outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of (I) the sum of (xw) 100% of the principal aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of Notes redeemed plus accrued and unpaid interestinterest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, if anyin each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, to, but not including, in each case net of the date of redemption Servicing Fee and the Master Servicing Fee (the “Redemption DatePrice”); provided, subject however, that the Seller hereby covenants and agrees not to the exercise its rights of Holders of record of Notes under this Section 8.07 on the relevant record date to receive interest due on the relevant Interest any Payment Date plus unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (y) the Make-Whole Premiumincluding all accrued and unpaid interest thereon). (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Indenture Trustee nor any Paying Agent and the Securities Administrator, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at Issuer shall retire the Notes in the event that the Servicer exercises its electionoptional purchase right pursuant to Section 2.10 of the Sale and Servicing Agreement to purchase all the remaining Sold Assets held by the Issuer. (b) In addition, at any time or from time the holder of the Class A Certificate shall have the option to time, some or purchase all of the Notes before they mature at a remaining Sold Assets held by the Issuer, and in connection therewith, the Issuer shall retire the Notes. Any such optional purchase by the holder of the Class A Certificate (and the related retirement of the notes) may occur on any Payment Date on or after the Payment Date occurring in February 2018. (c) The aggregate redemption price for the remaining Sold Assets in connection with exercise of the options described in clause (a) or (b) above (the “Redemption Price”) will be equal to the sum of (xi) 100% the aggregate Loan Principal Balance of the principal amount of Notes redeemed each Loan constituting a Sold Asset, plus accrued and unpaid interestinterest thereon, if any(ii) any amounts on deposit in the Principal Distribution Account and (iii) any expenses, to, but not includingindemnification amounts or other reimbursements owed to the Indenture Trustee, the date of redemption (Owner Trustee or the “Redemption Date”)Back-up Servicer, subject and in any event must be at least equal to the rights of Holders of record of amount necessary to redeem the Notes in full on the relevant record date to receive interest due on the relevant Interest final Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premiumin accordance with Section 8.06. (d) The provisions of Section 3.01 through Section 3.06 In order to exercise its purchase option set forth in (a) or (b), the Servicer or the holder of the Base Indenture Class A Certificate, as applicable (in such capacity, the “Redeeming Party”), shall not apply provide written notice of its exercise of such option to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Indenture Trustee and the Paying Agent; provided thatOwner Trustee at least fifteen (15) days prior to its exercise. Following receipt of such notice, if the redemption Indenture Trustee, shall provide written notice is issued in connection with a defeasance to the Noteholders of the Notes or satisfaction and discharge of final payment on the Indenture governing Notes. Such notice to Noteholders shall to the Note in accordance with the Indentures, the notice of redemption may extent practicable be delivered more mailed no later than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates five (5) Business Days prior to such Note must state the portion final Payment Date and shall specify that payment of the principal amount thereof and any interest due with respect to such Note at the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. If the proposed optional redemption is cancelled for any reason, the Indenture Trustee shall withdraw such notice to Noteholders. No interest shall accrue on the Notes on or after the Stated Maturity Date or any such other final Payment Date. In addition, the Redeeming Party shall, not less than one (1) Business Day prior to the proposed Payment Date on which such purchase or redemption is to be redeemed. A new Note in a principal amount equal made, deposit the Redemption Price with the Indenture Trustee, who shall, on the Payment Date after receipt of the funds, apply such funds to make payments to all amounts owing to the unredeemed portion thereof will transaction parties, pursuant to any Transaction Document and make final payments of principal and interest on the Notes in accordance with Section 8.06 hereof and this Indenture shall be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments discharged subject to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction provisions of the applicable redemption priceSection 4.01 hereof. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Holder of the Certificates, or, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time, some or all 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”Issuer, the Master Servicer and the Securities Administrator, as applicable), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding In order to exercise the foregoing, if the Notes are redeemed on or after the First Par Call Dateforegoing option, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation Holder of the Make-Whole Premium. (d) The provisions Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of Section 3.01 through Section 3.06 its exercise of the Base Indenture shall not apply such option to the NotesIndenture Trustee, the Securities Administrator, the Owner Trustee and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered Master Servicer at least 15 but not more than 60 days before prior to its exercise. Following receipt of the redemption date notice, the Indenture Trustee shall provide notice to each the Noteholders of the final payment on the Notes. In addition, the Holder of Notes the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be redeemedmade, deposit the Trustee aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion instructions of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount Securities Administrator and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.Section

Optional Redemption of the Notes. (a) Subject to Section 6.05 of this First Supplemental Indenture, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to each series of the Notes. (b) [Reserved]. (c) The Company may redeem at its election, Notes shall be redeemable at any time or and from time to timetime prior to the applicable Par Call Date, some in each case, as a whole or all of in part, at the Notes before they mature Company’s option, at a redemption price Redemption Price equal to the sum greater of (xi) 100% of the principal amount of such Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (exclusive of interest accrued and unpaid to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, using a discount rate equal to the Treasury Rate plus the Applicable Spread, plus, in the case of each of clauses (i) and (ii), accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption Redemption Date for such Notes (the “Redemption Date”), subject to the rights right of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium). (d) The provisions of Notwithstanding Section 3.01 through Section 3.06 3.01(c) above, the Company may redeem all or a portion of the Base Indenture shall not apply Notes of each series at the Company’s option at any time and from time to time on or after the applicable Par Call Date at a Redemption Price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (e) On and after any Redemption Date for a series of Notes, and the following provisions shall apply in lieu thereof: (i) In the event that interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company chooses defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to redeem pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the NotesNotes of a series are to be redeemed, selection the Notes of such series to be redeemed shall be selected in accordance with the procedures of the Notes for redemption will be made by the Trustee: (A) by a method Depositary; provided, however, that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No event shall Notes of a principal amount of $2,000 or less shall be redeemed in part. (iiif) Notice of any redemption will shall be electronically delivered or mailed (or otherwise sent in accordance with the procedures of the Depositary), at least 15 10 days but not more than 60 days before the redemption date Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (c) of this Section 3.01 shall be set forth in an Officer’s Certificate delivered to the Trustee and no later than two Business Days prior to the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance Redemption Date. Subject to last paragraph of Section 1104 of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the IndenturesBase Indenture, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued having been given as provided in the name of Indenture, the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as shall become due and payable on the Company has deposited with the Paying Agent funds in satisfaction of relevant Redemption Date and at the applicable redemption priceRedemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (eg) Any redemption [Reserved]. (h) The Trustee shall have no responsibility for any calculation or notice determination in respect of redemptionthe Redemption Price of any Note, mayor any component thereof, at and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company’s discretion, be subject to one or more conditions precedentCompany that states such Redemption Price.

Optional Redemption of the Notes. (a) The Company Subject to Section 3.02, at the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes before they mature to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes 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 interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed; plus, in either case, accrued and unpaid interest, if anyinterest thereon, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on . On or after the First Par Call Date, the redemption price Notes will be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to, but not include including, the Make-Whole PremiumRedemption Date. The Company will calculate the Redemption Price. (c) Neither If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least 15 but not more than 60 required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (ef) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, 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 Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Optional Redemption of the Notes. (a) The Company At the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered Holders of the Notes before they mature at to be redeemed. (b) If the Company elects to redeem the Notes, the Company will pay a redemption price equal to the sum of greater of: (xi) 100% of the principal amount of the Notes redeemed to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the remaining scheduled payments of principal and interest thereon to the maturity date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but not includingexcluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, procedures of DTC or by lot or by such method as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, deems fair and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) appropriate. No Notes of a principal amount of $2,000 1,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least required to register the transfer or exchange of any Note: (i) during a period beginning 15 but not more than 60 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance mailing of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of mailing; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at its electionNotes are subject to redemption in whole, but not in part, at any time or from time to time, some or all the written direction of the Notes before they mature at a redemption price equal Servicer on any Payment Date on which the Servicer exercises its option to purchase the sum of (x) 100% Collateral pursuant to Section 3.4 of the principal amount Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 3.4 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Note Balance to be prepaid as of the most recent Payment Date and that the Notes redeemed plus accrued and unpaid interest, if any, to, but not includinginterest on such Notes at the applicable Note Rate to the Payment Date on which the Notes will be redeemed will be paid in full; (ii) of the place where such Notes are to be surrendered for final payment (which will be the office or agency of the Issuer maintained as provided in Section 5.1(h) or the Corporate Trust Office of the Indenture Trustee; and (iii) that on the date that the Notes are redeemed, the Note Balance together with accrued interest thereon and all other sums due under this Indenture will become due and payable upon the Notes and that interest on the Notes will cease to accrue from and after the date that the Notes are redeemed, unless the Issuer defaults in the payment of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premiumsuch date. (b) Notwithstanding The Issuer will cause the foregoingServicer to deposit in the Collection Account, if by 10:00 a.m. (New York City time) on the Payment Date that the Notes are redeemed on or after the First Par Call Dateto be redeemed, the redemption price Purchase Price, whereupon all such Notes will not include be paid in full on the Make-Whole Premiumdate that the Notes are redeemed. (c) Neither On the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event date that the Company chooses to redeem less than all of Notes are redeemed, the Notes, selection Note Balance of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, due and payable and interest on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on from and after the date that the Notes or portions thereof called for redemption as long as are redeemed, unless the Company has deposited with Issuer defaults in the Paying Agent funds in satisfaction payment of the applicable redemption price. (e) Any redemption or notice of Notes on the such date. Upon redemption, may, the Indenture Trustee agrees to execute (at the Company’s discretion, be subject written request and expense of the Issuer) any and all instruments reasonably requested of it to one release the Collateral from the Lien of this Indenture and release to the Issuer or more conditions precedentany other Person entitled to any funds then on deposit in the Collection Account or Reserve Account under this Indenture.

Optional Redemption of the Notes. (a) The Company may redeem at Co-Issuers shall retire the Notes in the event that the Servicer exercises its electionoption, subject to the consent of the members of the Sellers, to purchase all of the Loans from the Co-Issuers, the proceeds of which will be used to retire the Notes, at any time on or from time to time, some or all after the Payment Date on which the Aggregate Principal Balance of the Outstanding Notes before they mature at a (prior to any principal payments to be made on such Payment Date) is less than or equal to twenty percent (20%) of the Aggregate Principal Balance of the Outstanding Notes on the Closing Date. (b) The aggregate redemption price for the remaining Loans (together with all other Purchased Assets relating thereto) in connection with exercise of the option described in clause (a) will be equal to the sum of (xi) the aggregate Loan Principal Balance of each remaining Loan, plus accrued and unpaid interest thereon and (ii) any expenses, indemnification amounts or other reimbursements owed to the Indenture Trustee, the Servicer, the Custodian, the Loan Trustees, the Paying Agent, the Note Registrar or the Back-up Servicer, and in any event must be at least equal to the amount necessary to redeem the Notes in full on the final Payment Date in accordance with Section 8.06. (c) The Co-Issuers may, at their option, redeem the Notes in whole on any Payment Date on or after the Payment Date occurring in October 2015. With respect to any redemption of Notes occurring on or after the Payment Date occurring in October 2015 but prior to the Payment Date in October 2016, the redemption price for any Class of Notes shall be the sum of (i) 100% of the outstanding principal amount balance of the Notes redeemed of the applicable Class to be redeemed, plus (ii) in the case of Class A Notes, Class B Notes, Class C Notes or Class D Notes, the applicable Specified Call Premium Amount for such Notes, plus (iii) accrued and unpaid interestinterest and fees in respect of such Notes. With respect to any redemption of Notes occurring on or after the Payment Date occurring in October 2016, the redemption price for any Class of Notes shall be the sum of (i) 100% of the outstanding principal balance of the Notes of the applicable Class to be redeemed, plus (ii) accrued and unpaid interest and fees in respect of such Notes. The payment of any redemption price and the determination of any Specified Call Premium Amount will be based on the Note Balance of the Notes after payments are made in respect of the Loans and application, if any, to, but not including, of amounts on deposit in the date of Reserve Account on such redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premiumdate. (d) The provisions In order to redeem Notes as set forth in clause (a) or (c) above, the Co-Issuers (in such capacity, the “Redeeming Party”), shall provide written notice of Section 3.01 through Section 3.06 its exercise of such option to the Indenture Trustee and Note Registrar at least fifteen (15) days (or such shorter period as may be acceptable to the Note Registrar) prior to its exercise. Following receipt of such notice, the Note Registrar, shall provide written notice to the applicable Noteholders of the Base Indenture proposed final payment on the Notes; provided, however, that such notice may and shall not apply be revoked upon direction of the Co-Issuers at any time prior to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all deposit of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited Redemption Price with the Paying Agent funds as described below in satisfaction this Section 8.07(d). Such notice to Noteholders shall to the extent practicable be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the applicable redemption price. (e) Any redemption or notice of redemptionprincipal amount, may, any Specified Call Premium Amount and any interest due with respect to such Note at the Company’s discretionfinal Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Stated Maturity Date or any such other final Payment Date. Prior to 10:00 a.m., New York City time on the Payment Date on which such purchase or redemption is to be made, the Redeeming Party shall deposit the Redemption Price, including any applicable Specified Call Premium Amount, with the Paying Agent, who shall, on such Payment Date after receipt of the funds, apply such funds to make payments of all amounts owing to the transaction parties, pursuant to any Transaction Document and make final payments of principal and interest on the Notes in accordance with Section 8.06 hereof and this Indenture shall be discharged subject to one or more conditions precedentthe provisions of Section 4.01 hereof.

Optional Redemption of the Notes. (a) The Company may Holder of the Certificates, or, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time, some or all 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”Issuer, the Master Servicer and the Securities Administrator, as applicable), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding In order to exercise the foregoing, if the Notes are redeemed on or after the First Par Call Dateforegoing option, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation Holder of the Make-Whole Premium. (d) The provisions Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of Section 3.01 through Section 3.06 its exercise of the Base Indenture shall not apply such option to the NotesIndenture Trustee, the Securities Administrator, the Owner Trustee and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered Master Servicer at least 15 but not more than 60 days before prior to its exercise. Following receipt of the redemption date notice, the Indenture Trustee shall provide notice to each the Noteholders of the final payment on the Notes. In addition, the Holder of Notes the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be redeemedmade, deposit the Trustee aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indenturesinstructions of the Securities Administrator and Section 3.05 hereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Holder of the Certificates, or the Majority Certificateholder, as applicable is not sufficient to make such redemption or such redemption cannot be completed for any reason, the notice amount so deposited by the Holder of redemption may the Certificates, or the Majority Certificateholder, as applicable with the Indenture Trustee shall be delivered more than 60 calendar days before immediately returned to the date Holder of redemption. If the Certificates, or the Majority Certificateholder, as applicable in full and shall not be used for any Note is other purpose or be deemed to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceTrust Estate. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem Seller may, at its electionoption, at redeem the Notes on any time Payment Date on or from time to timeafter the Optional Redemption Date, some or by purchasing (on a servicing-retained basis), on such Payment Date, all of the Notes before they mature outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of (I) the sum of (xw) 100% of the principal aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of Notes redeemed plus accrued and unpaid interestinterest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, if anyin each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, to, but not including, in each case net of the date of redemption Servicing Fee and the Master Servicing Fee (the “Redemption DatePrice”); provided, subject however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the rights Redemption Price is sufficient to redeem in full all of Holders the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of record the Notes and a purchase of Notes on the relevant record date Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumServicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Indenture Trustee nor any Paying Agent and the Securities Administrator, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at its election, at any time or from time holder of the majority of the Certificates shall have the option to time, some or purchase all of the Home Equity Loans from the Trust and direct the Issuer to redeem the Notes before they mature at a redemption price in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Principal Balance of the Home Equity Loans is less than or equal to the sum of (x) 10010% of the principal amount Original Pool Balance. The aggregate redemption price for the Notes will be calculated as pursuant to Section 7.2 of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumHome Equity Loan Purchase Agreement. (b) Notwithstanding In order to exercise the foregoing option, the holder of the majority of the Certificates shall, not less than 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice to the Indenture Trustee, the Note Insurer, the Issuer and the Owner Trustee of its intention to purchase all of the Home Equity Loans from the Trust and to direct the Issuer to redeem the Notes. Following receipt of the notice from the holder of the majority of the Certificates and the aggregate redemption amount, pursuant to the foregoing, if the Indenture Trustee shall release to the holder of the majority of the Certificates the Mortgage Files pertaining to the Home Equity Loans being purchased and provide notice to the Noteholders of the final payment on the Notes are redeemed and shall apply such funds to make final payments of principal and interest on or after the First Par Call DateNotes in accordance with Section 3.05(a) hereof, and this Indenture shall be discharged, subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the holder of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all majority of the Notes, selection of the Notes for Certificates is not sufficient to make such redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are redemption cannot held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemedcompleted for any reason, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has so deposited with the Paying Agent funds in satisfaction Indenture Trustee shall be immediately returned to the holder of the applicable redemption pricemajority of the Certificates in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 €100,000 or less shall be redeemed in part. The Company will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemptionRedemption Date. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 3.03 in connection with a Change in Tax Law, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Prior to the Par Call Date applicable to a series of Notes, the Company may redeem the Notes of such series at its electionoption, in whole or in part, at any time or and from time to time, some or all of the Notes before they mature at a redemption price Redemption Price calculated by the Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (1) 10 basis points (in the case of the 2027 Notes), (2) 15 basis points (in the case of the 2029 Notes) or (3) 15 basis points (in the case of the 2031 Notes) less (B) interest accrued 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, if any, thereon to, but excluding, the Redemption Date. (b) On or after the Par Call Date applicable to a series of Notes, the Company may redeem the Notes of such series 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 includingexcluding, the date of redemption (the “applicable Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither Unless the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation Company defaults in payment of the Make-Whole PremiumRedemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes for redemption will be made by lot or by such other method the Trustee: Trustee considers fair and appropriate (A) by a method that complies and, for book-entry Notes subject to redemption, in accordance with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) Applicable Procedures). No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such the Note must will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof of the Note upon surrender for cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made)Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as For so long as the Company has deposited Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Paying Agent funds in satisfaction of the applicable redemption priceApplicable Procedures. (e) Any redemption or notice of redemption, may, at the The Company’s discretionactions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, be subject absent manifest error. The Trustee shall have no duty to one determine, or more conditions precedentverify the calculation of, the Redemption Price.

Optional Redemption of the Notes. (a) The Prior to the Par Call Date, the Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of (x) 100% the present values of the remaining scheduled payments of principal amount and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of Notes redeemed twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued and unpaid interest, if any, to, but not including, to the date of redemption (the “Redemption Date”), subject and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the rights of Holders of record of Notes on Redemption Date (the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the “Make-Whole Premium”). (b) Notwithstanding the foregoing, if the Notes are redeemed on On or after the First 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 will not include equal to 100% of the Make-Whole Premiumprincipal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes for redemption will be made pro rata, by the Trustee: (A) lot or by a such other method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, in its sole discretion deems appropriate and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotfair. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the IndenturesIndenture, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of such Note will be issued in the name of the Holder thereof of such Note upon cancellation of the original Note (or appropriate adjustments to Note. Unless the amount and beneficial interests Company defaults in a Global Note will be made). On payment of the redemption price, on and after the redemption date, Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceredemption. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent. (f) For so long as the Notes are held by the Depositary (or another depositary), any redemption of the Notes shall be done in accordance with the Applicable Procedures.

Optional Redemption of the Notes. (a) The Company At the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes before they mature to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed; plus, in either case, accrued and unpaid interest, if anyinterest thereon, to, but not including, the date of redemption (the “Redemption Date”), subject to . The Company will calculate the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole PremiumRedemption Price. (c) Neither If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least 15 but not more than 60 required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (ef) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, 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 Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Optional Redemption of the Notes. (a) The Company may Issuer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on which the aggregate Principal Balance of the Mortgage Loans is less than or from time equal to time, some or all 10.00% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the Note Interest Rate through such Payment Date, if any, to, but not including, the date of redemption (the “Redemption Date”), subject plus an amount sufficient to pay in full all amounts owing to the rights Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record of Notes on the relevant record date to receive interest due on Issuer by the relevant Interest Payment Date plus (y) the Make-Whole PremiumIndenture Trustee). (b) Notwithstanding In order to exercise the foregoing option, the Issuer shall, not less than 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, and shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price, calculated as specified in Section 8.07(a) hereof, pursuant to the foregoing, if the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes are redeemed and shall apply such funds to make final payments of principal and interest on or after the First Par Call DateNotes in accordance with Section 3.05(b) hereof, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at its electionSubject to Section 6.04, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to each series of the Notes. (b) At any time before the Par Call Date of each series of Notes, the Notes of each series shall be redeemable, in whole or in part, at any time or from time to timethe Company’s option, some or all of the Notes before they mature at a redemption price Redemption Price equal to the sum greater of (xi) 100% of the aggregate principal amount of such Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus the Applicable Spread, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest to, but not including, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (c) At any time on or after the Par Call Date of each series of Notes, the Notes of each series shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (d) On and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (ef) Any redemption or notice of redemption, any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or Change of Control, issuance of indebtedness or other transaction or event. If any redemption is subject to satisfaction of one or more conditions precedent, the notice of redemption in respect thereof 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 as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or that 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 Issuer in its sole discretion) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such notice that payment of the applicable Redemption Price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. (g) The Trustee shall have no responsibility for any calculation or determination in respect of the Redemption Price of any Note, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states such Redemption Price.

Optional Redemption of the Notes. (a) The Company Subject to Section 3.02, at the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes before they mature to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes 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 25 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed; plus, in either case, accrued and unpaid interest, if anyinterest thereon, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on . On or after the First Par Call Date, the redemption price Notes will be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to, but not include including, the Make-Whole PremiumRedemption Date. The Company will calculate the Redemption Price. (c) Neither If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least 15 but not more than 60 required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (ef) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, 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 Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Optional Redemption of the Notes. (a) The Company Issuer may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company Issuer chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the CompanyObligors, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 €100,000 or less shall be redeemed in part. The Obligors will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time. (iii) Notice of redemption will be delivered at least 15 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note Notes in accordance with the IndenturesIndenture, the notice of redemption may be delivered more than 60 calendar days before the date of redemptionRedemption Date. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to ‎Section 3.03 in connection with a Change in Tax Law, may, at the Company’s Obligors’ discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may redeem at its electionNotes will be redeemable, in whole or in part, on September 20, 2019 or at any time or and from time to timetime thereafter, some or all of at the Notes before they mature Company’s option, at a redemption price equal to the sum of (x) 100% of the principal amount of the Notes redeemed redeemed, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (the “Redemption Date”), subject . The Company will calculate the redemption price. The Notes may be redeemed on at least 15 days’ but no more than 45 days’ prior written notice sent to the rights of registered Holders of record of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premiumbe redeemed. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not include a Business Day, the Make-Whole PremiumCompany will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 1,000 or less shall will be redeemed in part. (iiid) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least required to register the transfer or exchange of any Note: (i) during a period beginning 15 but not more than 60 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company At the Issuers’ option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some on at least 10 days’ but no more than 60 days’ prior written notice mailed or all electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) to each Holder of the Notes before they mature to be redeemed. (b) Prior to the Par Call Date, the Issuers may redeem the Notes at their option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the 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 and interest on the Notes being redeemed discounted to the redemption date (xassuming the Notes 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 25 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Notes being redeemed, plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to the redemption date. The Issuers’ actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. (c) On or after the Par Call Date, the Issuers 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, if any, to, but not including, the date of redemption (the “Redemption Date”), subject interest thereon to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premiumdate. (d) The provisions If money sufficient to pay the redemption price of Section 3.01 through Section 3.06 and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture shall are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not apply a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the Notes, and the following provisions shall apply in lieu thereof:delay. (ie) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes in certificated form for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note in certificated form is to be redeemed in part only, then the notice of redemption that relates to such the Note must will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in certificated form in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof holder of the Note upon surrender for cancellation of the original Note in certificated form. For so long as the Notes are held by DTC (or another depositary), the selection of the Notes for redemption shall be made pro rata, by lot, or by such other method as the Trustee deems appropriate adjustments and fair in accordance with the policies and procedures of the depositary. (f) In the case of any redemption, the Security Registrar will not be required to register the amount transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing, electronic delivery or other transmission of the relevant notice of redemption and beneficial interests ending on the close of business on that day of mailing, electronic delivery or other transmission; or (ii) if the Issuers have called the Note for redemption in a Global whole or in part, except the unredeemed portion of any Note will be made). On being redeemed in part. (g) Unless the Issuers default in payment of the redemption price, on and after the redemption date, date interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceredemption. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Majority Certificateholder shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to time, some or all 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes shall be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption shall take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”)Issuer, subject the Master Servicer and the Securities Administrator, as applicable) and amounts due and owing to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumSwap Provider. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, the Swap Provider and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after in accordance with Section 3.05 hereof and payment in full to the First Par Call DateSecurities Administrator and the Master Servicer, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Subject to Section 6.05 of this First Supplemental Indenture, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. (b) Prior to the Par Call Date, the Company may redeem the Notes at its electionoption, in whole or in part, at any time or and from time to time, some or all of the Notes before they mature at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (xassuming the Notes 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 30 basis points less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed, plus, in the case of each of clauses (i) and (ii), accrued and unpaid interest, if any, to, but not including, interest thereon to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (bc) Notwithstanding the foregoing, if the Notes are redeemed on On or after the First Par Call Date, the redemption price will not include Company may redeem the Make-Whole Premium. (c) Neither Notes at the Trustee nor its option, in whole or in part, at any Paying Agent shall have any obligation time and from time to calculate or verify the calculation time at a Redemption Price equal to 100% of the Make-Whole Premiumprincipal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the Redemption Date for such Notes. (d) The provisions of Section 3.01 through Section 3.06 On and after the Redemption Date, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Base Indenture Redemption Price and accrued interest, if any. On or before the Redemption Date, the Company shall not apply deposit with the Trustee or a Paying Agent, funds sufficient to pay the NotesRedemption Price of such Notes to be redeemed on such Redemption Date, and (except if the following provisions Redemption Date shall apply in lieu thereof:be an Interest Payment Date) accrued interest, if any. (ie) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes for redemption will be made pro rata, by the Trustee: (A) lot or by a such other method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, in its sole discretion deems appropriate and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) fair. No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such the Note must will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof holder of the Note upon surrender for cancellation of the original Note Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Applicable Procedures. (f) Notice of any redemption shall be electronically delivered or mailed (or appropriate adjustments otherwise sent in accordance with the Applicable Procedures of the Depositary), at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (c) of this Section 3.01 shall be set forth in an Officer’s Certificate delivered to the amount and beneficial interests Trustee no later than two Business Days prior to the Redemption Date. Subject to the last paragraph of Section 1104 of the Base Indenture, notice of redemption having been given as provided in a Global Note will be made). On and after the redemption dateIndenture, interest will cease to accrue on the Notes or portions thereof called for redemption as long as shall become due and payable on the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, relevant Redemption Date and at the Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company’s discretionactions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, be subject to one or more conditions precedentabsent manifest error.

Optional Redemption of the Notes. (a) The Company may redeem at its electionNotes are subject to redemption in whole, but not in part, at any time or from time to time, some or all the written direction of the Notes before they mature at a redemption price equal Servicer on any Payment Date on which the Servicer exercises its option to purchase the sum of (x) 100% Collateral pursuant to Section 3.4 of the principal amount Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 3.4 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders: (i) of the outstanding Class A Note Balance to be prepaid as of the most recent Payment Date and that the Notes redeemed plus accrued and unpaid interest, if any, to, but not includinginterest on such Notes at the applicable Note Rate to the Payment Date on which the Notes will be redeemed will be paid in full; (ii) of the place where such Notes are to be surrendered for final payment (which will be the office or agency of the Issuer maintained as provided in Section 5.1(h) or the Corporate Trust Office of the Indenture Trustee; and (iii) that on the date that the Notes are redeemed, the outstanding principal amount together with accrued interest thereon and all other sums due under this Indenture will become due and payable upon the Notes and that interest on the Notes will cease to accrue from and after the date that the Notes are redeemed, unless the Issuer defaults in the payment of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premiumsuch date. (b) Notwithstanding The Issuer will cause the foregoing, if Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the date that the Notes are to be redeemed in the Collection Account the amount required pursuant to Section 3.4 of the Sale and Servicing Agreement, whereupon all such Notes will be paid in full on or after the First Par Call Date, date that the redemption price will not include the Make-Whole PremiumNotes are redeemed. (c) Neither On the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event date that the Company chooses to redeem less than all of Notes are redeemed, the Notes, selection outstanding principal amount of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, due and payable and interest on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on from and after the date that the Notes or portions thereof called for redemption as long as are redeemed, unless the Company has deposited with Issuer defaults in the Paying Agent funds in satisfaction payment of the applicable redemption price. (e) Any redemption or notice of Notes on the such date. Upon redemption, may, the Indenture Trustee agrees to execute (at the Company’s discretion, be subject written request and expense of the Issuer) any and all instruments reasonably requested of it to one release the Collateral from the Lien of this Indenture and release to the Issuer or more conditions precedentany other Person entitled to any funds then on deposit in the Collection Account or Reserve Account under this Indenture.

Optional Redemption of the Notes. (a) The Company At the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes before they mature at the Par Call Date, the Company will pay a redemption price equal to the sum of greater of: (xi) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date. (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions If money sufficient to pay the redemption price of Section 3.01 through Section 3.06 and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture shall are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not apply a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the Notes, and the following provisions shall apply in lieu thereof:delay. (ie) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, procedures of DTC or by lot or by such method as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, deems fair and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) appropriate. No Notes of a principal amount of $2,000 1,000 or less shall will be redeemed in part. (iiif) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least required to register the transfer or exchange of any Note: (i) during a period beginning 15 but not more than 60 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance mailing of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of mailing; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The At any time on and after February 24, 2018 and prior to May 24, 2027, the Company may redeem at its electionall or a part of the Notes, at any time or from time to time, some or all of a Redemption Price (as calculated by the Notes before they mature at a redemption price Company) equal to the sum of greater of: (xi) 100% of the principal amount of such Notes redeemed to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest that would be due but for the redemption if such Notes matured on May 24, 2027 (excluding accrued but unpaid interest to, but excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such Redemption Date plus 25 basis points; plus accrued and unpaid interestinterest thereon, if any, to, but not includingexcluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of such Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premiumpursuant to Section 4.03(d). (b) Notwithstanding At any time on and after May 24, 2027, the foregoingCompany may redeem the Notes, in whole or in part at the price of 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the Notes are redeemed on or after the First Par Call Redemption Date, subject to the redemption price will not include rights of Holders of record of such Notes on the Make-Whole PremiumRegular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (c) Neither If a Redemption Date falls on a day that is not a Business Day, the Trustee nor any Paying Agent shall have any obligation to calculate or verify Company will postpone the calculation payment of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply Redemption Price payable on such Redemption Date to the Notesnext succeeding Business Day, but the payment made on such Redemption Date will be treated as being made on the date that the payment was first due and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses Holders will not be entitled to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies any further interest or other payments with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates respect to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepostponement. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company At the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes before they mature to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes 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 15 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed; plus, in either case, accrued and unpaid interest, if anyinterest thereon, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on . On or after the First Par Call Date, the redemption price Notes will be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to, but not include including, the Make-Whole PremiumRedemption Date. The Company will calculate the Redemption Price. (c) Neither If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least 15 but not more than 60 required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (ef) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, 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 Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Optional Redemption of the Notes. (a) The Company may Issuer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time or from time to time, some or all Payment Date on which the aggregate Principal Balance of the Notes before they mature at a Home Loans is less than or equal to 10.00% of the aggregate Principal Balance of the Home Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the sum of (xi) 100% the unpaid Note Principal Balance of the principal amount Notes as of Notes redeemed plus the Payment Date on which the proposed redemption will take place in accordance with the foregoing, (ii) accrued and unpaid interestinterest thereon at the Note Interest Rate through such Payment Date, if any, to, but not including, (iii) any Unpaid Interest Shortfalls on the date of redemption Notes) and (the “Redemption Date”), subject iv) an amount sufficient to pay in full all amounts owing to the rights Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record of Notes on the relevant record date to receive interest due on Issuer by the relevant Interest Payment Date plus (y) the Make-Whole PremiumIndenture Trustee). (b) Notwithstanding In order to exercise the foregoing option, the Issuer shall, not less than 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, and shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price, calculated as specified in Section 8.07(a) hereof, pursuant to the foregoing, if the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes are redeemed and shall apply such funds to make final payments of principal and interest on or after the First Par Call DateNotes in accordance with Section 3.05(b) hereof, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (ai) The Company may redeem Notes are subject to redemption, at its electionthe option of the Issuer, in whole or from time to time in part, at any time on or from time to timeafter March 1, some or all of 2020 at the Notes before they mature at a redemption price equal to the sum of Redemption Prices (x) 100% expressed as percentages of the principal amount of Notes redeemed to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record of Notes on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date plus (y) redemption date), if redeemed during the Make12-Whole Premium.month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (bii) Notwithstanding the foregoingPrior to March 1, if the Notes are redeemed on or after the First Par Call Date2018, the redemption price will not include Issuer may from time to time, with the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation net cash proceeds of one or more Qualified Equity Offerings, redeem up to calculate or verify the calculation 35% of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 aggregate principal amount of the Base Indenture shall not apply then outstanding Notes (including Additional Notes) at a Redemption Price equal to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, 105.375% of the principal securities exchangeamount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on which the Notes are listed relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at such time, and in compliance with the requirements least 65% of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or less shall be redeemed in partits Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date At any time or from time to each Holder of Notes time prior to be redeemedMarch 1, 2020, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to also be redeemed in part onlywhole or in part, then at the notice of redemption that relates Company’s option, at the Redemption Price equal to such Note must state the portion 100% of the principal amount thereof to be redeemed. A new Note in a principal amount equal plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the unredeemed portion thereof will be issued in right of Holders of record on the name of the Holder thereof upon cancellation of the original Note (relevant regular record date to receive interest due on an interest payment date that is on or appropriate adjustments prior to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price). (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Prior to the Par Call Date, the Company may redeem the Notes at its electionoption, in whole or in part, at any time or and from time to time, some or all of the Notes before they mature at a redemption price calculated by the Company (expressed as 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 and interest thereon discounted to the Redemption Date (xassuming the Notes 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 (B) interest accrued 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, if any, thereon to, but excluding, the Redemption Date. (b) 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 includingexcluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither Unless the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation Company defaults in payment of the Make-Whole Premiumredemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all case of the a partial redemption of Definitive Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such the Note must will state the portion of the principal amount thereof of the Note to be redeemed. A Except in the case of Global Notes, a new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof of the Note upon surrender for cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made)Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as For so long as the Company has deposited Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Paying Agent funds in satisfaction of the applicable redemption priceApplicable Procedures. (e) Any redemption or notice of redemption, may, at the The Company’s discretionactions and determinations in determining the redemption price shall be conclusive and binding for all purposes, be subject absent manifest error. The Trustee shall have no duty to one determine, or more conditions precedentverify the calculation of, the redemption price.

Optional Redemption of the Notes. (a) The Company At the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes before they mature at the Par Call Date, the Company will pay a redemption price equal to the sum of greater of: (xi) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date. (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions If money sufficient to pay the redemption price of Section 3.01 through Section 3.06 and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture shall are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not apply a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the Notes, and the following provisions shall apply in lieu thereof:delay. (ie) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, procedures of DTC or by lot or by such method as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, deems fair and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) appropriate. No Notes of a principal amount of $2,000 1,000 or less shall will be redeemed in part. (iiif) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least required to register the transfer or exchange of any Note: (i) during a period beginning 15 but not more than 60 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance mailing of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of mailing; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Majority Certificateholder shall have the option to redeem at its electionthe Notes, at in whole, but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price (the "Redemption Price") for the Notes, some or all will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Interest Rate through such Payment Date 57 (including any related Unpaid Interest Shortfall, if any, to, but not including, the date of redemption (the “Redemption Date”Basis Risk Shortfall Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount), subject plus an amount sufficient to pay in full all amounts owing to the rights Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record of Notes on the relevant record date to receive interest due on Issuer by the relevant Interest Payment Date plus (yIndenture Trustee) the Make-Whole Premiumor under any other Basic Document. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the Redemption Price specified in (a) above with the Indenture Trustee, who shall deposit the Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. in accordance with Section 3.05(b) and (c) Neither hereof and payment in full to the Trustee nor any Paying Agent Indenture Trustee, and this Indenture shall have any obligation be discharged subject to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to Trust Estate and (b) the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection Note Principal Balance of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified shall continue to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, bear interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedentrelated Note Interest Rate.

Optional Redemption of the Notes. (a) The Company may Majority Certificateholder shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the related Due Period is less than or equal to time20% of the Cut-off Date Balance. If the Majority Certificateholder does not exercise such optional redemption right, some the Master Servicer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the related Due Period is less than or all equal to 5% of the Cut-off Date Balance. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”Issuer, the Master Servicer and the Securities Administrator, as applicable), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Majority Certificateholder or the Master Servicer, as the case may be, shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, the Depositor and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder or the Master Servicer, as the case may be, shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after in accordance with Section 3.05 hereof and payment in full to the First Par Call DateSecurities Administrator and the Master Servicer, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder or the Master Servicer, as the case may be, is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Majority Certificateholder or the Master Servicer, as the case may be, with the Securities Administrator shall be immediately returned to the Majority Certificateholder or the Master Servicer, as the case may be, in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Seller shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time to time, some or all after the Payment Date on which the aggregate Principal Balance of the Notes before they mature at a redemption price Initial Mortgage Loans is less than or equal to 10% of the sum of (x) 100% the aggregate Principal Balance of the principal amount Initial Mortgage Loans as of the Cut-Off Date and the Original Pre-Funded Amount. The aggregate redemption price for the Notes redeemed plus accrued and unpaid interest, if any, to, but not including, will be calculated as pursuant to Section 7.2 of the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumHome Equity Loan Purchase Agreement. (b) Notwithstanding In order to exercise the foregoing option, the Seller shall, not less than 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice of its exercise of such option to the Indenture Trustee, the Note Insurer, the Issuer and the Owner Trustee. Following receipt of the notice and the aggregate redemption, pursuant to the foregoing, if the Indenture Trustee shall release to the Seller the Mortgage Files pertaining to the Mortgage Loans being purchased and provide notice to the Noteholders of the final payment on the Notes are redeemed and shall apply such funds to make final payments of principal and interest on or after the First Par Call DateNotes in accordance with Section 3.05(a) hereof, and this Indenture shall be discharged, subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Indenture Trustee shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company may Majority Holder of the Trust Certificates shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date, some or all plus the Original Pre-Funded Amount. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest, if any, to, but not including, interest thereon at the date of redemption applicable Note Rate through such Payment Date (the “Redemption Date”including any related Interest Carry-Forward Amount), subject plus an amount sufficient to pay in full all amounts owing to the rights Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record of Notes on the relevant record date to receive interest due on Issuing Entity by the relevant Interest Payment Date plus (y) the Make-Whole PremiumIndenture Trustee). (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Majority Holder of the Owner Trust Certificates shall provide written notice of its exercise of such option to the Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after in accordance with Section 4.02 hereof and payment in full to the First Par Call DateIndenture Trustee, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.12 hereof. If for any reason the amount deposited by the Issuing Entity is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Master Servicer with the Indenture Trustee shall be promptly returned to the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply Trust Estate. Subsequent to the Notes, a TMP Trigger Event and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses any REMIC Elections made pursuant to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemedArticle XI hereunder, the Trustee and the Paying Agent; provided that, if the redemption notice is issued Additional Termination Requirements in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceArticle XII shall apply. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company holders of all of the Class R Certificates may direct the Issuer to redeem at its election, at any time or from time to time, some or all but not less than all of the Notes before they mature at a redemption price equal to 100% of the sum Outstanding Principal Amount of the Notes (the "Optional Note Redemption Amount") on any Monthly Payment Date on or after the earlier of (xA) 100June 1, 2005 and (B) the first Monthly Payment Date on which the remaining balance of the Agency Securities shall be equal to or less than 20% of the principal amount of Notes redeemed plus accrued and unpaid interestthe Agency Securities (at original issuance), if anyafter giving effect to any principal payments on such Monthly Payment Date (any such date, to, but not including, the date of redemption (the “a "Permitted Note Redemption Date”"); provided that if the Seller, subject as assignee of the Depositor, has caused the Issuer to redeem the Class R Certificates or has delivered a written demand to the rights Issuer Certificate Agent for the optional redemption of Holders of record of Notes the Class R Certificates to occur on the relevant record date to receive interest due on the relevant Interest upcoming Monthly Payment Date plus (y) then the Make-Whole Premium. (b) Notwithstanding Seller, and not the foregoingholders of the Class R Certificates, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation the right to calculate or verify cause the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, . The Issuer Certificate Agent shall deliver to the Note Trustee and a written demand for such redemption no later than one business day after receipt of written direction to cause such redemption as described in the Paying Agent; provided that, if the preceding sentence. In order for a redemption notice is issued in connection with a defeasance of the Notes or satisfaction to occur on a particular Monthly Payment Date, (i) the Issuer Certificate Agent shall have delivered to the Note Trustee a written demand for such redemption at least 10 days but no greater than 25 days prior to the Monthly Payment Date selected for such redemption, and discharge (ii) the Optional Note Redemption Amount shall have been deposited into the Note Collection Account no later than the 9th calendar day prior to such Monthly Payment Date. Without limiting the generality of the Indenture governing the Note in accordance with the Indenturesforegoing, the notice of redemption may be delivered more than 60 calendar days before Issuer Trustee agrees that the date of redemption. If any Note is to be redeemed in part onlyIssuer Certificate Agent shall perform certain actions, then the notice of redemption that relates to such Note must state the portion including without limitation, redemptions of the principal amount thereof Class R Certificates or the Notes pursuant to be redeemed. A new Note in Sections 5.04 and 9.01 hereof, and actions upon a principal amount equal Certificate Termination Event pursuant to Section 6.02, and that such actions by the unredeemed portion thereof Issuer Certificate Agent will be issued in the name constitute acts of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceIssuer. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Company Prior to the Par Call Date, the Issuer may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of (x) 100% the present values of the remaining scheduled payments of principal amount and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of Notes redeemed twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued and unpaid interest, if any, to, but not including, to the date of redemption (the “Redemption Date”), subject and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the rights of Holders of record of Notes on Redemption Date (the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the “Make-Whole Premium”). (b) Notwithstanding the foregoing, if the Notes are redeemed on On or after the First Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price will not include equal to 100% of the Make-Whole Premiumprincipal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The To the extent the following provisions are inconsistent with the provisions of Section 3.01 through Section 3.06 of the Base Indenture, the provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes for redemption will be made pro rata, by the Trustee: (A) lot or by a such other method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, in its sole discretion deems appropriate and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotfair. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the IndenturesIndenture, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of such Note will be issued in the name of the Holder thereof of such Note upon cancellation of the original Note (or appropriate adjustments to Note. Unless the amount and beneficial interests Issuer defaults in a Global Note will be made). On payment of the redemption price, on and after the redemption date, Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceredemption. (e) Any redemption or notice of redemption, may, at the Company’s Obligors’ discretion, be subject to one or more conditions precedent. (f) For so long as the Notes are held by the Depositary (or another depositary), any redemption of the Notes shall be done in accordance with the Applicable Procedures.

Optional Redemption of the Notes. (a) The Company Subject to Section 3.02, at the Company’s option, the Notes may redeem at its electionbe redeemed, in whole at any time or in part from time to time, some or all on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes before they mature to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes 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 30 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes redeemed plus to be redeemed; plus, in either case, accrued and unpaid interest, if anyinterest thereon, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on . On or after the First Par Call Date, the redemption price Notes will be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to, but not include including, the Make-Whole PremiumRedemption Date. The Company will calculate the Redemption Price. (c) Neither If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee nor any or Paying Agent shall have any obligation to calculate on or verify before the calculation Redemption Date and the other conditions set forth in Article 11 of the Make-Whole PremiumBase Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less If fewer than all of the NotesNotes are to be redeemed at any time, selection of not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption will from the outstanding Notes not previously called shall be made by the Trustee: (A) by a method that complies selected in accordance with the requirements, as certified to the Trustee by the Company, procedures of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, DTC or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) . No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iiie) Notice In the case of redemption any redemption, the Security Registrar will not be delivered at least 15 but not more than 60 required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the redemption date to each Holder day of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance sending of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the relevant notice of redemption may be delivered more than 60 calendar days before and ending on the date close of redemption. If any business on that day of sending; or (ii) if the Company has called the Note is to be redeemed for redemption in part onlywhole or in part, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to except the unredeemed portion thereof will be issued of any Note being redeemed in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption pricepart. (ef) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, 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 Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Optional Redemption of the Notes. (a) The Company may Issuer shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the earlier of (i) the Payment Date on which the aggregate Principal Balance of the Mortgage Loans is less than or equal to time, some [20]% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date or all (ii) the Payment Date occurring in [January 2008]. The aggregate redemption price for the Notes will be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest, if any, to, but not including, interest thereon at the date of redemption Note Interest Rate through such Payment Date (the “Redemption Date”including any Unpaid Interest Shortfalls), subject plus an amount sufficient to pay in full all amounts owing to [the rights Note Insurer and] the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record of Notes on the relevant record date to receive interest due on Issuer by the relevant Interest Payment Date plus (y) [the Make-Whole PremiumNote Insurer and] Indenture Trustee). (b) Notwithstanding In order to exercise the foregoing option, the Issuer shall, not less than 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, and shall provide written notice of its exercise of such option to the Indenture Trustee, [the Note Insurer,] the Owner Trustee and the Servicer. Following receipt of the notice and the aggregate redemption price, calculated as specified in Section 8.07(a) hereof, pursuant to the foregoing, if the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes are redeemed and shall apply such funds to make final payments of principal and interest on or after the First Par Call DateNotes in accordance with Section 3.05(b) and 3.05(c) hereof, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The Prior to the Par Call Date applicable to a series of Notes, the Company may redeem the Notes of such series at its electionoption, in whole or in part, at any time or and from time to time, some or all of the Notes before they mature at a redemption price Redemption Price calculated by the Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (xassuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (1) 10 basis points (in the case of the 2028 Notes), (2) 15 basis points (in the case of the 2030 Notes), (3) 15 basis points (in the case of the 2032 Notes) or (4) 20 basis points (in the case of the 2034 Notes) less (B) interest accrued 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, if any, thereon to, but excluding, the Redemption Date. (b) On or after the Par Call Date applicable to a series of Notes, the Company may redeem the Notes of such series 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 includingexcluding, the date of redemption (the “applicable Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither Unless the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation Company defaults in payment of the Make-Whole PremiumRedemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all case of the Notesa partial redemption, selection of the Notes for redemption will be made by lot or by such other method the Trustee: Trustee considers fair and appropriate (A) by a method that complies and, for book-entry Notes subject to redemption, in accordance with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) Applicable Procedures). No Notes of a principal amount of $2,000 or less shall will be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such the Note must will state the portion of the principal amount thereof of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof of the Note will be issued in the name of the Holder thereof of the Note upon surrender for cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made)Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as For so long as the Company has deposited Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Paying Agent funds in satisfaction of the applicable redemption priceApplicable Procedures. (e) Any redemption or notice of redemption, may, at the The Company’s discretionactions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, be subject absent manifest error. The Trustee shall have no duty to one determine, or more conditions precedentverify the calculation of, the Redemption Price.

Optional Redemption of the Notes. (a) The Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity. (b) At any time prior to September 15, 2020, the Company may on any one or more occasions redeem at its election, at any time or from time up to time, some or all 35% of the aggregate principal amount of the Notes before they mature (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 102.875% of the sum principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (x1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (c) On or after September 15, 2020, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve or eighteen month period, as applicable, beginning on September 15 of the years indicated below: 2020 101.438 % 2021 100.719 % 2022 and thereafter 100.000 % (d) At any time prior to September 15, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumDate. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (de) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 €100,000 or less shall be redeemed in part. The Company will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time. (iii) Notice of redemption will be delivered at least 15 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (ef) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 3.03 in connection with a Change in Tax Law, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

Optional Redemption of the Notes. (a) The Company may Majority Certificateholder shall have the option to redeem at its electionthe Notes in whole, at but not in part, on any time Payment Date on or from time after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to time, some or all 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes shall be equal to the unpaid Note Principal Balance of the Notes before they mature at a redemption price equal to the sum of (x) 100% as of the principal amount of Notes redeemed plus Payment Date on which the proposed redemption shall take place in accordance with the foregoing, together with accrued and unpaid interestinterest thereon at the applicable Note Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), if any, to, but not includingplus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the date Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of redemption (the “Redemption Date”)Issuer, subject the Master Servicer and the Securities Administrator, as applicable) and amounts due and owing to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumSwap Provider. (b) Notwithstanding In order to exercise the foregoingforegoing option, if the Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes are redeemed on or after in accordance with Section 3.05 hereof and payment in full to the First Par Call DateSecurities Administrator and the Master Servicer, and this Indenture shall be discharged subject to the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lotTrust Estate. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) The In the event (the occurrence of such an event being referred to herein, as a "Redemption Event") the Company may redeem at receives net proceeds from (i) an offering of its electionsecurities or (ii) the consummation of debt financing, in an amount sufficient to satisfy all of the Company's payment obligations under the Notes (i.e., the repayment of the principal and any and all interest accrued and unpaid, if any, on the then outstanding Notes through the date of redemption of such Notes), the Company shall notify the holders of Notes, as reflected on the books of the Company, of the occurrence of such Redemption Event within 15 days thereof (an "Event Notice"). (b) Within 15 days after the giving of an Event Notice, each holder of a Note may, at their option, exercisable within such 15 day period, elect to have all, but not less than all, of the then outstanding Notes held by such holder redeemed by the Company by delivering to the Company a notice setting forth their election to have the Company redeem all of their Notes (any time or from time to timesuch notice, some or a "Redemption Notice"). (c) Not more than 30 days after its receipt of a Redemption Notice, the Company shall redeem (a "Redemption"), for cash, all of the Notes before they mature at a to which such Redemption Notice relates upon the surrender of such Notes for cancellation. (d) The redemption price payable by the Company on account of any Notes whose Holders has submitted a Redemption Notice shall be equal to the sum of (x) 100% of the aggregate principal amount of Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, thereon through the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole PremiumRedemption. (be) Notwithstanding Following the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation occurrence of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereofa Redemption Event: (i) In the event that the Company chooses shall at all times be obligated to redeem less than all maintain an amount of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified cash on its books equal to the Trustee by the Company, aggregate principal amount of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing systemthen outstanding; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.and (ii) No Notes notwithstanding the failure of a principal amount all or any of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance holders of the Notes or satisfaction and discharge of to exercise their option to have their Notes redeemed pursuant to this Section 5.2, the Indenture governing the Note in accordance Company shall be relieved from its obligation to comply with the Indentures, the notice terms of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption priceSection 5.3(c) hereof. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

Optional Redemption of the Notes. (a) Subject to Section 6.05, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to each series of the Notes. (b) The Company may redeem at its electionSpinCo Debt Securities shall not be redeemable prior to November 22, 2027. (1) The 2024 Notes shall be redeemable at any time or and from time to timetime prior to their maturity date and (2) the 2025 Notes, some the 2027 Notes and the SpinCo Debt Securities shall be redeemable at any time on or all of after the Notes before they mature applicable First Call Date and from time to time prior to the applicable Par Call Date, in each case, in whole or in part, at the Company’s option, at a redemption price Redemption Price equal to the sum greater of (xi) 100% of the aggregate principal amount of such Notes redeemed to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus the Applicable Spread, plus, in the case of each of clause (i) and (ii), accrued and unpaid interest, if any, to, but not includingexcluding, the date of redemption Redemption Date for such Notes (the “Redemption Date”), subject to the rights right of Holders holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium). (d) The provisions At any time on or after the applicable Par Call Date of Section 3.01 through Section 3.06 each series of Notes, the 2025 Notes, the 2027 Notes and the SpinCo Debt Securities shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the Base Indenture shall not apply principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (e) On and after any Redemption Date for a series of Notes, and the following provisions shall apply in lieu thereof: (i) In the event that interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company chooses defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to redeem pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the NotesNotes of a series are to be redeemed, selection the Notes of such series to be redeemed shall be selected in accordance with the procedures of the Notes for redemption will be made by the Trustee: (A) by a method Depositary; provided, however, that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No event shall Notes of a principal amount of $2,000 100,000 or less shall be redeemed in part. (iiif) Notice of any redemption will shall be electronically delivered or mailed at least 15 10 days but not more than 60 days before the redemption date Redemption Date to each Holder of the Notes to be redeemed, . Such notice shall state the Trustee and Redemption Price (if known) or the Paying Agent; provided that, if formula pursuant to which the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note Redemption Price is to be redeemed in part only, then determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued having been given as provided in the name of Indenture, the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as shall become due and payable on the Company has deposited with the Paying Agent funds in satisfaction of relevant Redemption Date and at the applicable redemption priceRedemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. (eg) Any redemption or notice of redemption, any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any redemption in respect thereof shall be given prior to the completion thereof, may be partial as a result of only some of the conditions being satisfied, may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions shall not be satisfied (or waived) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such notice that payment of the applicable Redemption Price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. (h) The Trustee shall have no responsibility for any calculation or determination in respect of the Redemption Price of any Note, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states such Redemption Price.