Common use of Redemption of Notes Clause in Contracts

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. (a) The Sponsor mayRedemption of Notes by the Trust as permitted or required by the Indenture and the Note Certificate(s) will be made in accordance with the terms of the Notes and (except as otherwise provided in the Indenture or pursuant to the Indenture) this Section. (b) If any Initial Redemption Date is specified in the Note Certificate(s), the Trust may redeem Notes prior to the Stated Maturity Date at its sole cost option, on, or on any Business Day after, the Initial Redemption Date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination of the Notes at the applicable Redemption Price together with any unpaid interest accrued thereon, any Additional Amounts and expenseother amounts payable with respect thereto, as of the Redemption Date. (c) If (i) terminate this Indenture and all the Notes may be redeemed Trust is required at any time to pay Additional Amounts or if the Trust is obligated to withhold or deduct any United States taxes with respect to any payment under the Notes, as set forth in wholethe Note Certificate(s), or if there is a material probability that the Trust will become obligated to withhold or deduct any such United States taxes or otherwise pay Additional Amounts (in the opinion of independent legal counsel selected by the Funding Agreement Provider), in each case pursuant to any change in or amendment to any United States tax laws (or any regulations or rulings thereunder) or any change in position of the Internal Revenue Service regarding the application or interpretation thereof (including, but not limited to, the Funding Agreement Provider's or the Trust's receipt of a written adjustment from the Internal Revenue Service in partconnection with an audit) (a "TAX EVENT"), and (ii) the Funding Agreement Provider, pursuant to the terms of the relevant Funding Agreement, has delivered to the Owner notice that the Funding Agreement Provider intends to terminate the relevant Funding Agreement pursuant to the terms of such Funding Agreement, then the Trust will redeem the Notes on any the Redemption Date on and after the related Clean-Up Call Date at the Termination PriceRedemption Price together with any unpaid interest accrued thereon, any Additional Amounts and other amounts payable with respect thereto, as of the Redemption Date. (d) Unless a shorter notice shall be satisfactory to the Indenture Trustee, the Trust shall provide to the Indenture Trustee a notice of redemption of any Notes (i) in case of any redemption at the election of the Trust, not more than 60 days nor less than 35 days prior to the Redemption Date and (ii) redeem in case of any mandatory redemption pursuant to Section 3.1(c), at least 75 days prior to the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on Redemption Date. In case of any Redemption Date on and after the related Clean-up Call Date redemption at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption election of the Class Trust of less than all of the Notes being such notice shall specify the aggregate principal amount of the Notes to be redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until . (e) If less than all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption redeemed at the option of the Sponsor have been satisfied and setting forth information Trust, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Indenture Trustee from the Outstanding Notes not previously called for redemption, by such method as may be required to accomplish such redemption), the Indenture Trustee shall prepare deem fair and deliver appropriate, acting in accordance with its obligations under the Indenture, and which may provide for the selection for redemption of portions of the principal amount of Notes; PROVIDED, HOWEVER, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum denomination for a Note established in or pursuant to the Indenture; PROVIDED FURTHER, that if at the time of redemption such Notes are registered as Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes to be redeemed by each of the Depositary's participants. The Indenture Trustee shall promptly notify the Trust and the Registrar (if other than itself) in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, of the aggregate principal amount thereof to be redeemed. For all purposes of the Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal of such Notes which has been or is to be redeemed. (f) Unless otherwise specified in the Indenture or the Note Certificate(s) the Trust shall give a notice of redemption to each Holder of the Notes to be redeemed at the Trust's option (i) in case of any redemption at the election of the Trust, not more than 60 nor less than 30 days prior to the Redemption Date and (ii) in case of any mandatory redemption pursuant to Section 3.1(c), not more than 75 days nor less than 30 days prior to the Redemption Date; PROVIDED, that in the case of any notice of redemption given pursuant to clause (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest day on which the Trust would become obligated to pay the applicable Additional Amounts were a payment in respect of Notes then due. Failure to give such notice to the Holder of any Note designated for redemption in whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Note or any portion thereof. Any notice that is mailed to the Holder of any Notes in the manner provided for in Section 13.4 shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. All notices of redemption shall state: (i) the Redemption Date, (ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof, (iii) in case of any redemption at the election of the Trust, if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Note or Notes to be redeemed, (iv) in case any Note is to be redeemed in part only at the election of the Trust, the Seller, notice which relates to such Note shall state that on and after the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, upon surrender of the Note Certificate representing such Note, the Holder of such Note will receive, without charge, a new Note Certificate representing an authorized denomination of the principal amount of such Note remaining unredeemed, (v) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Note or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after the Redemption Date, (vi) the place or places where each Note Certificate representing such Note or Notes is to be surrendered for payment of the Redemption Price together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto, (vii) if applicable, in case of any redemption at the election of the Trust, that the redemption is for a sinking fund, and (viii) the CUSIP number or any other numbers used to identify such Notes. (g) On or prior to any Redemption Date, the Trust shall deposit, with respect to any Notes called for redemption pursuant to this Section, with the Paying Agent an amount of money in the Specified Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified in the Note Certificate(s)) any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, all such Notes or portions thereof which are to be redeemed on the Redemption Date. (h) On the Redemption Date, the Notes to be redeemed shall, become due and payable at the Redemption Price together with any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, such Notes, and from and after such date (unless the Trust shall default in the payment of the Redemption Price and any unpaid interest accrued on such Notes through the Redemption Date) such Notes shall cease to bear interest. Upon surrender of any Note Certificate for redemption of any Note or Notes represented thereby in accordance with the applicable notice of redemption, such Note shall be paid by the Trust at the Redemption Price, together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto. (i) If any Note called for redemption shall not be so paid upon surrender of the applicable Note Certificate for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate specified in the Note Certificate(s). Upon surrender of any Note Certificate for partial redemption of any Note or Notes represented thereby in accordance with this Section, the Trust shall execute and the Indenture Trustee's Remittance ReportTrustee shall authenticate and deliver one or more new Note Certificates of any authorized denomination representing an aggregate principal amount of Notes equal to the unredeemed portion of the applicable Note or Notes.

Redemption of Notes. (a) The Sponsor mayRedemption of Notes by the Trust as permitted or required by the Indenture and the Note Certificate(s) will be made in accordance with the terms of the Notes and (except as otherwise provided in the Indenture or pursuant to the Indenture) this Section. (b) If any Initial Redemption Date is specified in the Note Certificate(s), the Trust may redeem Notes prior to the Stated Maturity Date at its sole cost option, on, or on any Business Day after, the Initial Redemption Date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination of the Notes at the applicable Redemption Price together with any unpaid interest accrued thereon, any Additional Amounts and expenseother amounts payable with respect thereto, as of the Redemption Date. (c) If (i) terminate this Indenture and all the Notes may be redeemed Trust is required at any time to pay Additional Amounts or if the Trust is obligated to withhold or deduct any United States taxes with respect to any payment under the Notes, as set forth in wholethe Note Certificate(s), or if there is a material probability that the Trust will become obligated to withhold or deduct any such United States taxes or otherwise pay Additional Amounts (in the opinion of independent legal counsel selected by the Funding Agreement Provider), in each case pursuant to any change in or amendment to any United States tax laws (or any regulations or rulings thereunder) or any change in position of the Internal Revenue Service regarding the application or interpretation thereof (including, but not limited to, the Funding Agreement Provider's or the Trust's receipt of a written adjustment from the Internal Revenue Service in partconnection with an audit) (a "Tax Event"), and (ii) the Funding Agreement Provider, pursuant to the terms of the relevant Funding Agreement, has delivered to the Owner notice that the Funding Agreement Provider intends to terminate the relevant Funding Agreement pursuant to the terms of such Funding Agreement, then the Trust will redeem the Notes on any the Redemption Date on and after the related Clean-Up Call Date at the Termination PriceRedemption Price together with any unpaid interest accrued thereon, any Additional Amounts and other amounts payable with respect thereto, as of the Redemption Date. (d) Unless a shorter notice shall be satisfactory to the Indenture Trustee, the Trust shall provide to the Indenture Trustee a notice of redemption of any Notes (i) in case of any redemption at the election of the Trust, not more than 60 days nor less than 35 days prior to the Redemption Date and (ii) redeem in case of any mandatory redemption pursuant to Section 3.1(c), at least 75 days prior to the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on Redemption Date. In case of any Redemption Date on and after the related Clean-up Call Date redemption at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption election of the Class Trust of less than all of the Notes being such notice shall specify the aggregate principal amount of the Notes to be redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until . (e) If less than all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption redeemed at the option of the Sponsor have been satisfied and setting forth information Trust, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Indenture Trustee from the Outstanding Notes not previously called for redemption, by such method as may be required to accomplish such redemption), the Indenture Trustee shall prepare deem fair and deliver appropriate, acting in accordance with its obligations under the Indenture, and which may provide for the selection for redemption of portions of the principal amount of Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum denomination for a Note established in or pursuant to the Indenture; provided further, that if at the time of redemption such Notes are registered as Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of such Notes to be redeemed by each of the Depositary's participants. The Indenture Trustee shall promptly notify the Trust and the Registrar (if other than itself) in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, of the aggregate principal amount thereof to be redeemed. For all purposes of the Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal of such Notes which has been or is to be redeemed. (f) Unless otherwise specified in the Indenture or the Note Certificate(s) the Trust shall give a notice of redemption to each Holder of the Notes to be redeemed at the Trust's option (i) in case of any redemption at the election of the Trust, not more than 60 days nor less than 30 days prior to the Redemption Date and (ii) in case of any mandatory redemption pursuant to Section 3.1(c), not more than 75 days nor less than 30 days prior to the Redemption Date; provided, that in the case of any notice of redemption given pursuant to clause (ii) no such notice of redemption may be given earlier than 90 days prior to the earliest day on which the Trust would become obligated to pay the applicable Additional Amounts were a payment in respect of Notes then due. Failure to give such notice to the Holder of any Note designated for redemption in whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Note or any portion thereof. Any notice that is mailed to the Holder of any Notes in the manner provided for in Section 13.4 shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. All notices of redemption shall state: (i) the Redemption Date, (ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof, (iii) in case of any redemption at the election of the Trust, if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Note or Notes to be redeemed, (iv) in case any Note is to be redeemed in part only at the election of the Trust, the Seller, notice which relates to such Note shall state that on and after the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, upon surrender of the Note Certificate representing such Note, the Holder of such Note will receive, without charge, a new Note Certificate representing an authorized denomination of the principal amount of such Note remaining unredeemed, (v) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Note or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after the Redemption Date, the place or places where each Note Certificate representing such Note or Notes is to be surrendered for payment of the Redemption Price together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto, (vi) if applicable, in case of any redemption at the election of the Trust, that the redemption is for a sinking fund, and (vii) the CUSIP number or any other numbers used to identify such Notes. (g) On or prior to any Redemption Date, the Trust shall deposit, with respect to any Notes called for redemption pursuant to this Section, with the Paying Agent an amount of money in the Specified Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified in the Note Certificate(s)) any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, all such Notes or portions thereof which are to be redeemed on the Redemption Date. (h) On the Redemption Date, the Notes to be redeemed shall become due and payable at the Redemption Price together with any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, such Notes, and from and after such date (unless the Trust shall default in the payment of the Redemption Price and any unpaid interest accrued on such Notes through the Redemption Date) such Notes shall cease to bear interest. Upon surrender of any Note Certificate for redemption of any Note or Notes represented thereby in accordance with the applicable notice of redemption, such Note shall be paid by the Trust at the Redemption Price, together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto. (i) If any Note called for redemption shall not be so paid upon surrender of the applicable Note Certificate for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate specified in the Note Certificate(s). Upon surrender of any Note Certificate for partial redemption of any Note or Notes represented thereby in accordance with this Section, the Trust shall execute and the Indenture Trustee's Remittance ReportTrustee shall authenticate and deliver one or more new Note Certificates of any authorized denomination representing an aggregate principal amount of Notes equal to the unredeemed portion of the applicable Note or Notes.

Redemption of Notes. (a) The Sponsor mayUnless otherwise provided in the applicable Pricing Supplement, at its sole cost and expense, (i) terminate this Indenture and all the if any Notes may are to be redeemed prior to their Stated Maturity Date in wholeaccordance with their terms, but the Bank shall notify the applicable Agents not less than five days prior to the date on which the Bank will give notice of such redemption to the Noteholders of the Bank’s election to so redeem such Notes in whole or in part, on any Redemption Date on and after . Any remaining principal amount of Notes redeemed in part shall be at least the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, minimum authorized denomination set forth in such Notes or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at as otherwise provided in the applicable Termination Price Note or (iii) required by the applicable laws and regulations for currencies other than the U.S. Dollar. Immediately prior to the extent that the Sponsor has not redeemed any, or only one Class date on which any notice of Notes, redeem the outstanding Classes of Notes on redemption is to be given as to any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust Bank shall be terminated deliver to the applicable Agent a certificate stating that the Bank is entitled to effect such redemption and Excess Interest from setting forth in reasonable detail a statement of facts showing that all conditions precedent to such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit redemption have occurred or been satisfied and shall comply with all notice requirements provided for in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of applicable Notes. (b) Any such purchase or redemption Whenever less than all the Notes at any time outstanding are to be redeemed, the Series of Notes to be so redeemed shall be accomplished by deposit selected by the SponsorBank. If less than all the Notes with identical terms at any time outstanding are to be redeemed on any redemption date, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein Notes to be so redeemed shall be distributed selected by the Indenture Trustee on such Redemption Date applicable Registrar or the London Issuing Agent, as the case may be, by lot or in any usual manner approved by it, in the case of redeemed Notes represented by Definitive Notes, and in accordance with the priority set forth rules and procedures of DTC, Euroclear or Clearstream, Luxembourg, as applicable, in Section 8.02 hereofthe case of redeemed Notes represented by a Global Note. No termination The applicable Registrar or redemption is permitted without the prior written consent London Issuing Agent, as the case may be, shall promptly notify the Bank in writing of the Note Insurer if it would result Notes selected for redemption and, in a draw on the Note Insurance Policycase of Notes selected for partial redemption, the principal amount thereof to be redeemed. (c) [Reserved]Unless otherwise specified in the applicable Note, notice of redemption shall be given by the applicable Registrar, a Paying Agent or the London Issuing Agent, as designated in the particular instance by the Bank, at the Bank’s expense, not more than 60 nor less than 30 calendar days prior to the redemption date to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given by first-class mail, postage prepaid, to each holder’s address appearing in the Note Register. In the case of Bearer Notes to be redeemed, the London Issuing Agent (or the Bank, in the case of Bearer Notes listed on a Stock Exchange) shall publish the notice required in connection with any such redemption, pursuant to Section 18 hereof, and shall at the same time also publish a separate list of serial numbers of any Notes previously selected and not presented for redemption. All notices of redemption shall identify the Notes to be redeemed (including CUSIP, Common Code and ISIN numbers, as applicable), the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers (and principal amounts) of the Notes to be redeemed. (d) Upon notice of redemption having been given as described above, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price specified in such Notes, and upon payment by the Bank of the full redemption price specified in such Notes, from and after such redemption date, such Notes shall cease to bear interest. Upon surrender of any Class of such Notes for redemption in accordance with such notice, the relevant Paying Agent shall pay or cause to be paid such Notes at the redemption price specified in such Notes, together with unpaid interest accrued on such Notes at the related Mortgage Loans in applicable interest rate of such Notes to, but excluding, the Trust Estate shall be released and delivered to the Sponsorredemption date. (e) Upon receipt of Any Definitive Registered Note or Definitive Bearer Note which is to be redeemed only in part shall be surrendered to the written notice from applicable Registrar or the Sponsor of its election to redeem London Issuing Agent, respectively, and the Notes pursuant to Section 10.01 (a) hereof (which applicable Registrar or the London Issuing Agent, as the case may be, shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption)complete, the Indenture Trustee shall prepare authenticate and deliver to a holder of such Note, without service charge, a new Definitive Registered Note or Definitive Bearer Note of any authorized denomination as requested by such holder, in an aggregate principal amount equal to and in exchange for the Trust, unredeemed portion of the Seller, the Master Servicer, the Backup Servicer and principal amount of the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportso surrendered.

Redemption of Notes. (a) The Sponsor mayIf any Notes provide for redemption at the election of the Bank, at its sole cost the Bank shall notify the Fiscal Agent in writing not less than 45 days and expense, not more than 60 days (iunless otherwise provided in the relevant Pricing Supplement) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on prior to any Optional Redemption Date on and after specified in the related Clean-Up Call Date at Pricing Supplement (the Termination Price, (ii“Optional Redemption Date”) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class Bank’s election to redeem such Notes in whole or in part and the principal amount and other terms and conditions of such Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesso redeemed. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account If less than all of the Termination Price Notes which have identical terms and conditions are to be redeemed on the Servicer Payment Date preceding the an Optional Redemption Date, the Fiscal Agent shall select (from those Notes which have such identical terms and conditions) the particular Notes to be redeemed by lot or by such method as the Fiscal Agent deems fair and appropriate. The amounts on deposit therein Fiscal Agent shall be distributed by promptly notify the Indenture Trustee on such Redemption Date Bank in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent writing of the Note Insurer if it would result Notes selected for redemption and, in a draw on the Note Insurance Policycase of Notes selected for partial redemption, the principal amount thereof to be redeemed. (c) [Reserved]Notice of redemption shall be given by the Fiscal Agent, at the Bank’s expense, by first-class mail, postage prepaid, mailed or sent via facsimile transmission not less than 30 nor more than 60 days (unless otherwise provided in the relevant Pricing Supplement) prior to an Optional Redemption Date, to each Holder of Notes to be redeemed, at the address appearing in the Note Register or, in the case of facsimile transmission, to such number as the Fiscal Agent shall have furnished to the Bank. All notices of redemption shall state: (i) the Optional Redemption Date or Dates; (ii) the redemption price, which shall be as provided in the terms of the Note (the “Redemption Price”); (iii) if less than all of the Notes subject to redemption on the Optional Redemption Date are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Notes to be redeemed; (iv) that on the Optional Redemption Date the redemption price plus accrued interest, if any, to such date will become due and payable upon each of such Notes to be redeemed and that interest thereon will cease to accrue on and after such date; and (v) the place or places where such Notes are to be surrendered for payment. (d) Notice of redemption having been given as described above, the Notes to be redeemed shall, on the date of redemption, become due and payable at the Redemption Price, and from and after such date (unless the Bank shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon the redemption surrender of any Class of Notessuch Notes for redemption in accordance with such notice, the related Mortgage Loans in the Trust Estate Fiscal Agent shall be released and delivered pay to the SponsorHolders of such Notes the Redemption Price, together with accrued interest to the applicable Optional Redemption Date. If any Notes called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Notes. (e) Upon receipt of Any Note which is to be redeemed only in part shall be surrendered to the written notice from Fiscal Agent, and the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which Fiscal Agent shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption)complete, the Indenture Trustee shall prepare authenticate and deliver to the TrustHolder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the Note so surrendered. (f) Upon surrender of any Note for redemption in accordance with the provisions set forth above, the SellerNote to be redeemed shall, on the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related applicable Optional Redemption Date, become due and payable, and the Fiscal Agent shall pay such Note on the applicable Optional Redemption Date provided that such note is presented to the Fiscal Agent in time for the Fiscal Agent to make such payment in accordance with its normal procedures at a price equal to (i) in the case of Notes other than OID Notes, the Redemption Price for such Optional Redemption Date plus interest, if any, accrued to the date of redemption or (ii) in the case of OID Notes (other than an Indenture Trustee's Remittance ReportIndexed Note), the Amortized Face Amount thereof (as defined below). The “Amortized Face Amount” of an OID Note shall be calculated by the Fiscal Agent and shall be equal to the sum of (i) the Issue Price set forth in the applicable Pricing Supplement and (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Yield to Maturity set forth in the Pricing Supplement (computed in accordance with generally accepted United States bond yield computation principles) by such date of redemption or repayment, but in no event shall the Amortized Face Amount of an OID Note exceed the principal amount of such Note due at stated maturity.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, either (i) the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemedredeemed or (ii) the Classes of Notes that are not being redeemed are no longer outstanding. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's ’s Remittance Report.

Redemption of Notes. Section 10.1. Redemption at the Option of the Issuer (a) The Sponsor may, Notes are redeemable at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed option of the Issuer in whole, but not or in part, part at only one time during the term hereof at the Redemption Price on any Redemption Date on with such option, unless deemed exercised hereunder, to be exercised by delivery of an Issuer Order to the Trustee; provided, that (i) no Event of Default has occurred and after the related Clean-Up Call Date at the Termination Price, remains uncured and (ii) redeem except in the Class A-1 Notescase of an Extraordinary Optional Redemption, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after must be the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any first available Redemption Date for which the Trustee can give a proper Redemption Notice after receipt of such Issuer Order by the Trustee; provided, further, that any redemption in part is in an amount equal to 50% of the Note Principal Balance outstanding on the Redemption Date. Note Principal Payments shall not constitute payments to redeem Notes and after the related Clean-up Call Date; provided that, reduction in each case, the Group or Groups related to the Class or Classes Note Principal Balance of Notes that are any Note with any such payment shall not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the be a redemption of such Note within the Class meaning and for any purposes of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesthis Indenture. (b) Any In the event that there is to be any reacquisition of an Asset as described in Section 12.3 of this Indenture, upon payment of the Release Price of the affected Asset to the Trustee, such purchase or redemption Asset shall be accomplished by deposit released from the Lien of this Indenture. The Release Price for the reacquisition of the affected Asset shall be deposited in the Collection Account by the SponsorTrustee upon receipt and shall be applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal to, into the related Payment Account excess, if any, of (i) the total of Initial Asset Values of the Termination Assets to be reacquired over (ii) the total of the Amortization Amounts for such Assets. Deposit of the Release Price on in the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein Collection Account shall be distributed by deemed to be an exercise of the Indenture Trustee option to redeem Notes on such Redemption Date in accordance with such Principal Amount and at the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance PolicyRedemption Price. (c) [Reserved]In accordance with Section 13.2(b) of this Indenture, specified funds are to be withdrawn from the Liquidity Reserve Account and applied to the redemption of Notes. Such funds shall be set aside by the Trustee in the Collection Account and applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal, as nearly as practicable, to the amount of the funds available after withdrawing therefrom all funds needed to pay accrued interest on the Notes to be redeemed to the applicable Redemption Date plus the related Redemption Premium. The Issuer shall be deemed to have elected any such redemption. (d) Upon the redemption Installments of any Class of Notes, the related Mortgage Loans in the Trust Estate interest and principal due on or prior to a Redemption Date shall continue to be released and delivered payable to the Sponsor. (e) Upon receipt Holders of Notes called for redemption as of the written notice from the Sponsor of its election relevant Record Dates according to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer their terms and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.provisions of Section

Redemption of Notes. (a) On any Payment Date occurring on or after the date on which the Reference Portfolio Notional Amount (including, for this purpose, the Unpaid Principal Balance of each Reference Obligation related to an REO Property) is less than or equal to 10% of the Initial Notional Amount (any such Payment Date, an "Optional Purchase Date"), the Bank shall have the option, to be exercised in its sole and absolute discretion, to redeem all of the Notes by payment to the Noteholders of the outstanding Class Principal Amount of the Notes remaining after all allocations and distributions contemplated by Sections 6 and 7. The Sponsor mayBank shall not effect a redemption of the Notes pursuant to this Section 14(a) if any Redemption Adjustment Amount would be allocable to the Notes on the related Payment Date pursuant to Section 7. (b) On any Payment Date after the occurrence of a Regulatory Event, the Bank shall have the option, to be exercised in its sole and absolute discretion, to commence a redemption of the Notes by payment of the amounts described in Section 14(f). The Payment Date on which the Bank elects to initially redeem any Notes pursuant to this Section 14(b) is referred to as the "Initial Redemption Date". (c) If any Notes are to be redeemed prior to their Stated Maturity Date in accordance with Section 14(a) or (b), the Bank shall notify the Securities Administrator not less than 20 calendar days prior to the Optional Purchase Date or Initial Redemption Date, as applicable, of the Bank's election to redeem such Notes. (d) Notice of redemption shall be given by the Securities Administrator, at its sole cost and the Bank's expense, not less than 10 calendar days prior to the Optional Purchase Date or Initial Redemption Date, as applicable, to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given (i) for any Book-Entry Note, pursuant to the then-current requirements of DTC, or (ii) for any Definitive Registered Note, by first-class mail, postage prepaid, to each holder's address appearing in the Note Register as of the related Record Date. All notices of redemption shall identify that the Notes are being redeemed in accordance with this Section 14. (e) Notice of redemption having been given as described above, (i) terminate this Indenture and all the Notes may to be so redeemed in whole, but not in partpursuant to Section 14(b) shall, on any Redemption Date on and after the related Clean-Up Call Date at the Termination PricePayment Date, be payable as set forth in Section 14(f) and (ii) redeem the Notes to be so redeemed pursuant to Section 14(a) shall, on the related Payment Date, become due and payable on such date and cease to bear interest. Final payment on any Definitive Registered Note shall occur upon surrender of such Note for redemption on or after the Optional Purchase Date, in the case of a redemption pursuant to Section 14(a), and on or after the last Payment Date of the Holdback Period, if any, in the case of a redemption pursuant to Section 14(b). Upon such surrender, the Securities Administrator shall pay or cause to be paid to such Notes on the related Payment Date any final payment made by the Bank for the account of such Notes. In the case of a redemption pursuant to Section 14(b), any outstanding Notes shall be due and payable on the last Payment Date of the Holdback Period, if any, and shall cease to bear interest after such date. (f) In connection with a redemption pursuant to Section 14(b), the Bank shall remit to the Distribution Account on the related Bank Remittance Date for distribution by the Securities Administrator on the Initial Redemption Date to the applicable Class or Classes of Notes an amount (such amount, the "Initial Redemption Payment Amount") equal to (i) the outstanding Class Principal Amount of the Notes remaining after all allocations and distributions contemplated by Sections 6 and 7 (including, for the avoidance of doubt, allocation of the Redemption Adjustment Amount), minus (ii) the Holdback Amount. The Initial Redemption Payment Amount shall be paid by the Securities Administrator on the Initial Redemption Date to the Classes of Notes, sequentially in order of payment priority (beginning with the Class A-1 M-1 Notes), until each such Class' Class A-2 NotesPrincipal Amount is reduced to zero. For the avoidance of doubt, or the Class A-3 Notes, on any Redemption Date on and after if the related Clean-up Call redemption occurs as a result of a Regulatory Event specified in clause (A) or (B) of the definition of Regulatory Event, there will be no Holdback Period and there will be no Final Redemption Adjustment Amount. On each Bank Remittance Date at during the Holdback Period, the Bank shall remit to the Distribution Account for payment to the applicable Termination Price or (iii) Noteholders of each outstanding Class of Notes on the related Payment Date an amount equal to the extent that the Sponsor has not redeemed any, or only one Current Interest for such outstanding Class of Notes. On each Payment Date during the Holdback Period, redeem immediately after making any interest payments on such Payment Date, the aggregate amount of Realized Losses for the related Collection Period shall be allocated in reduction of the Class Principal Amount of the outstanding Classes of Notes on any Redemption in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount of each Class of Notes is reduced to zero. On the final Payment Date on and after of the related Clean-up Call Date; provided that, in each caseHoldback Period, the Group or Groups related Final Redemption Adjustment Amount, if any, for such Payment Date shall be allocated to reduce the Class or Principal Amount of the outstanding Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization in reverse order of payment priority (beginning with the Class B Notes) until the Class Principal Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the each Class of Notes being redeemedis reduced to zero. Upon In connection with the redemption final Payment Date of any the Holdback Period, the Bank shall also remit to the Distribution Account on the related Bank Remittance Date for distribution by the Securities Administrator to each outstanding Class of Notes an amount equal to the Principal Return Amount, which amount will be distributed by the Securities Administrator on such final Payment Date to each Class of Notes, concurrently, until each such Class' Class Principal Amount is reduced to zero; provided that the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available Principal Return Amount payable to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the any Class of Notes redeemed shall remain on deposit not exceed such Class' Class Principal Amount as reduced by the allocations set forth in such Reserve Account until all the two immediately preceding paragraphs. For the avoidance of doubt, if the related redemption occurs as a result of a Regulatory Event specified in clause (A) or (B) of the Notes are redeemed definition of Regulatory Event, there will be no Holdback Period and may continue the Bank shall only be required to remit the Initial Redemption Payment Amount for distribution on the Initial Redemption Date, and the foregoing sentences of this paragraph shall not be applicable. For the avoidance of doubt, for purposes of calculating Realized Losses during the Holdback Period, the only Reference Obligations that will be deemed to be in the Reference Portfolio are those Sub-Performing Reference Obligations that were used to fund Shortfall Amounts for calculate the other Classes of Notesrelated Holdback Amount. (bg) Any If within one year after the Notes become due and payable under this Section 14 any such purchase or redemption Notes still have not been surrendered for cancellation, the Securities Administrator, subject to any applicable escheatment laws, shall be accomplished by deposit by distribute any funds payable to such Notes remaining in the SponsorDistribution Account to the Bank, into and thereafter the Securities Administrator shall have no liability with respect to such funds and the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein Noteholders shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered look solely to the SponsorBank for payment with respect to such Notes. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. (a) The Sponsor mayIssuer shall have the right, at its sole cost and expenseoption, to redeem the Notes for cash at any time in whole or from time to time, in part, in each case (i) terminate this Indenture and all prior to May 15, 2030 at a redemption price (with respect to the Notes may to be redeemed in wholeon any Redemption Date, the “Redemption Price”) equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of principal of and Interest on the Notes to be redeemed that would be due after the related Redemption Date but for such redemption calculated as if the maturity date of the Notes was May 15, 2030 (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled Interest payment shall be reduced by the amount of unpaid Interest accrued thereon to, but not in partincluding, on any such Redemption Date), discounted to such Redemption Date on and after the related Cleana semiannual basis (assuming a 360-Up Call Date day year consisting of twelve 30-day months) at the Termination PriceTreasury Rate plus 45 basis points, plus in each case unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date, and (ii) redeem the Class A-1 Notesat any time on or after May 15, Class A-2 Notes2030, or the Class A-3 Notes, on any at a Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) equal to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption 100% of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all principal amount of the Notes are redeemed and may continue to be used to fund Shortfall Amounts redeemed plus unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date; provided, however, that if the Redemption Date falls after a Record Date for the other Classes payment of NotesInterest and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid Interest due on such Interest Payment Date to the Holders of record at the close of business on the corresponding Record Date according to the terms and the provisions of the Indenture. (b) Any such purchase or redemption shall be accomplished by deposit by Notwithstanding the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notesforegoing, the related Mortgage Loans in the Trust Estate Issuer shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to not redeem the Notes pursuant to Section 10.01 (a3.01(a) hereof (which shall state that on any date if the Sponsor has determined that the conditions to redemption at the option principal amount of the Sponsor have Notes has been satisfied accelerated, and setting forth information as may be required such acceleration has not been rescinded or cured on or prior to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportdate.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, Notes shall be redeemable (i) terminate this Indenture and all the Notes may be redeemed in whole, whole but not in part, ) on any Redemption Date on and after the related Clean-Up Call Distribution Date at the Termination Priceoption of the Co-Issuers (such redemption, an “Optional Redemption”) from Sale Proceeds and all other funds in the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on such Distribution Date, as specified by the Co-Issuers, at the written direction of a Majority-in-Interest of Preferred Shareholders, at the applicable Redemption Price (exclusive of installments of principal and interest due on or prior to such date, provided payment of which shall have been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) no such Optional Redemption may be effected prior to the Distribution Date occurring in December 2009, (ii) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, the Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Class A-1 NotesNotes simultaneously in accordance with the procedures described in Section 9.1(b) and (iii) such Sale Proceeds are used to make such a redemption. In addition, Class A-2 Notesupon the occurrence of a Tax Event, or the Class A-3 Notes, Notes shall be redeemable by the Co-Issuers on any Redemption Distribution Date (in whole but not in part) at the written direction of a Majority of any Affected Class (such redemption, a “Tax Redemption”) from Sale Proceeds and Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on and after the related Clean-up Call such Distribution Date at the applicable Termination Redemption Price (exclusive of installments of principal and interest due on or prior to such date, provided payment of which has been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided that (i) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Notes simultaneously in accordance with the procedures described in Section 9.1(b), (ii) such Sale Proceeds are used to make such a redemption, (iii) a Tax Event has occurred and (iv) the Tax Materiality Condition is satisfied. In the event of an Optional Redemption or Tax Redemption pursuant to this Section 9.1(a), unless a Majority-In-Interest of the Preferred Shareholders have directed the Issuer to redeem the Preferred Shares on such Distribution Date, the amount of Collateral Debt Securities sold in connection with such Optional Redemption shall not exceed the amount necessary for the Issuer to obtain the Total Senior Redemption Amount. (b) The Notes shall not be redeemed pursuant to Section 9.1(a) unless at least four Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the extent Trustee evidence (which evidence may be in the form of fax or electronic mail indicating firm bids satisfactory to the Trustee), that the Sponsor Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from each Rating Agency at least equal to the then-highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of at least “A-1” by Standard & Poor’s and at least “F1” by Fitch to sell, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Debt Securities at a sale price (including in such price the sale of accrued interest) which, when added to all Cash and Eligible Investments maturing on or prior to the scheduled Redemption Date, is equal to the Total Senior Redemption Amount. Notwithstanding the foregoing paragraph, in connection with any Tax Redemption, Holders of at least 66-2/3% of the Aggregate Outstanding Amount of an Affected Class of Notes may elect to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to Holders of such Affected Class (and the minimum funding requirements specified in the immediately preceding paragraph will be reduced accordingly). (c) Installments of principal and interest due on or prior to a Redemption Date shall continue to be payable to the Holders of such Notes as of the relevant Record Dates according to their terms. The election of the Issuer to redeem any Notes pursuant to this Section 9.1 shall be evidenced by an Issuer Order from the Collateral Manager directing the Trustee to make the payment to the Paying Agent of the Redemption Price of all of the Notes to be redeemed anyfrom funds in the Payment Account in accordance with the Priority of Payments. The Issuer shall deposit, or only one Class of Notescause to be deposited, redeem the outstanding Classes of Notes funds required for an optional redemption pursuant to this Section 9.1 in the Payment Account on any or before the fifth Business Day prior to the Redemption Date on or, if later, upon receipt. (d) The Issuer shall set the Redemption Date and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related applicable Record Date and give notice thereof to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect Trustee pursuant to Section 9.2. (e) Any amounts applied to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of A Notes, the related Sub-Trust Class B Notes, Class C Notes, Class D Notes or Class E Notes pursuant to this Section 9.1 shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related applied to the Class of A Notes, Class B Notes, Class C Notes, Class D Notes redeemed shall remain on deposit or Class E Notes, respectively, in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsoreach case, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date pro rata in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent Aggregate Outstanding Principal Amounts of the Note Insurer if it would result in a draw such Class of Notes on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption date of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. Section 10.1. Redemption at the Option of the Issuer (a) The Sponsor mayNotes are redeemable (1) at the option of the Issuer or (2) pursuant to the provisions of Section 12.3(d), at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not or in partpart at only one time during the term hereof, at the Redemption Price on any Redemption Date on with such option, unless deemed exercised hereunder, to be exercised by delivery of an Issuer Order to the Trustee; provided, that (i) no Event of Default has occurred and after the related Clean-Up Call Date at the Termination Price, remains uncured and (ii) redeem except in the Class A-1 Notescase of an Extraordinary Optional Redemption, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after must be the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any first available Redemption Date for which the Trustee can give a proper Redemption Notice after receipt of such Issuer Order by the Trustee; provided, further, that any redemption in part pursuant to clause (1) above is in an amount equal to 50% of the Note Principal Balance outstanding on the Redemption Date. Note Principal Payments shall not constitute payments to redeem Notes and after the related Clean-up Call Date; provided that, reduction in each case, the Group or Groups related to the Class or Classes Note Principal Balance of Notes that are any Note with any such payment shall not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the be a redemption of such Note within the Class meaning and for any purposes of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesthis Indenture. (b) Any In the event that there is to be a payment of the Release Price for an Asset as described in Section 12.3(c) of this Indenture, upon such purchase or redemption payment, the affected Asset shall be accomplished by deposit released from the Lien of this Indenture. The Release Price of the affected Asset shall be deposited in the Collection Account by the SponsorTrustee upon receipt and shall be applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal to the excess, into if any, of (i) the related Payment Account total of Initial Asset Values of all affected Assets over (ii) the total of the Termination Amortization Amounts of the affected Assets. Deposit of such Release Price on in the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein Collection Account shall be distributed by deemed to be an exercise of the Indenture Trustee option to redeem Notes on such Redemption Date in accordance with such principal amount and at the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance PolicyRedemption Price. (c) [Reserved]In accordance with Section 13.2(b) of this Indenture, specified funds are to be withdrawn from the Liquidity Reserve Account and applied to the redemption of Notes. Such funds shall be set aside by the Trustee in the Collection Account and applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal, as nearly as practicable, to the amount of the funds available after withdrawing therefrom all funds needed to pay accrued interest on the Notes to be redeemed to the applicable Redemption Date plus the related Redemption Premium, if applicable. The Issuer shall be deemed to have elected any such redemption. (d) Upon the redemption Installments of any Class of Notes, the related Mortgage Loans in the Trust Estate interest and principal due on or prior to a Redemption Date shall continue to be released and delivered payable to the Sponsor. (e) Upon receipt Holders of Notes called for redemption as of the written notice from the Sponsor of its election relevant Record Dates according to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer their terms and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.provisions of Section

Redemption of Notes. 6.1 Optional Redemption of Subordinated Notes by UK Parent. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Subordinated Notes may be redeemed by UK Parent at its option, in whole, but not in part, on any at the Subordinated Note Redemption Date on and Price, subject to the Purchasers' Exercise Right, after the related Clean-Up Call later to occur of (i) the third anniversary of the Closing Date at the Termination Price, or (ii) payment in full of the Bank Indebtedness and the Mezzanine Debt. Notwithstanding the foregoing, UK Parent shall not have the right to redeem the Class A-1 Subordinated Notes unless and until either (i) TW UK consummates a Qualified Public Offering or (ii) a Qualified Public Value is achieved. In the event UK Parent elects to redeem the Subordinated Notes pursuant to this Section 6.1(a), it shall promptly notify the Purchasers and TW UK in writing of such proposed redemption. The Purchasers will have the right (which right if exercised, will take priority over UK Parent's right of redemption) to exercise the Warrants, in whole or in part, at any time on or before the redemption date (such date shall be referred to herein as the "Redemption Date") of the Subordinated Notes by tendering cash or Subordinated Notes in the appropriate principal amount to satisfy the exercise price of the Warrants to TW UK in exchange for (A) the Ordinary Shares issuable pursuant to the exercise of the Warrants and (B) a cash payment from TW UK equal to all accrued and unpaid interest on the tendered Subordinated Notes as of the date of such tender (the "Purchasers' Exercise Right"). In the event that any Purchaser elects to exercise any Warrants by tendering Subordinated Notes, Class A-2 NotesUK Parent shall cause TW UK to, and TW UK shall, issue to such Purchaser the Ordinary Shares issuable upon exercise of his, her or its Warrants and pay the Class A-3 Notescash amount referred to in clause (B) in the foregoing sentence; provided, on however, that if for any Redemption Date on reason such cash payment is not paid by TW UK, it will remain the sole and after the related Clean-up Call Date at the applicable Termination Price or (iii) absolute obligation of UK Parent to pay such accrued and unpaid interest. Notwithstanding anything to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided thatcontrary contained herein, in each casethe event that any Purchaser elects to exercise any Warrants by tendering cash, UK Parent shall have the Group or Groups related right, at its option, to redeem from such Purchaser the aggregate principal amount of Subordinated Notes held by such Purchaser equal to the Class or Classes number of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to Warrants so exercised multiplied by the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of NotesWarrant Exercise Price. (b) Any such purchase If the Purchasers do not exercise some or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account all of the Termination Price on the Servicer Payment Date preceding Warrants prior to the Redemption Date. The amounts on deposit therein shall be distributed , subject to and upon actual receipt by the Indenture Trustee on such Purchasers of payment in full in cash of the Subordinated Note Redemption Date in accordance with Price and the priority set forth PIK Note Redemption Price (as provided in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption6.4), the Indenture Trustee Warrants shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportautomatically lapse without further action by UK Parent or TW UK.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Notes or Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes Class of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, either (i) the Group or Groups related to the Class or Classes of Notes that are is not being redeemed has reached its Specified Over-Collateralization Overcollateralization Amount and will remain at its Specified Over-Collateralization Overcollateralization Amount after giving effect to the redemption of the Class of Notes being redeemedredeemed or (ii) the Class of Notes that is not being redeemed is no longer outstanding. Upon the redemption of any either Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes Class of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Remittance Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any either Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's ’s Remittance Report.

Redemption of Notes. Within thirty (a30) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all days after the receipt of the Company or the Trustee of any request for redemption of the Notes may (or any portion thereof) duly made pursuant to section 1301, the Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to repay the principal amount of all Notes which are to be redeemed, together with interest accrued thereon to the Redemption Date, exclusive of installments of interest with a Stated Maturity on or prior to the Redemption Date, payment of which shall have been made or duly provided for to the registered Holders of the Notes on the relevant Record Dates in accordance with Section 307. The Notes so to be redeemed in whole, but not in part, shall become due and payable on any the Redemption Date on with respect to each such Note at the amount to be repaid as provided above and from and after the related Clean-Up Call Redemption Date (unless the Company shall default in such repayment) such Note shall cease to bear interest. Immediately upon deposit with the Trustee or with a Paying Agent of the amounts as provided above with respect to each Note (or portion thereof), the Company shall cause such Note (or portion thereof) to be repaid. Installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Record Dates according to their terms and the provisions of Section 307. If any Note duly requested to be repaid upon surrender shall not be repaid upon the Redemption Date, the principal shall, until paid, bear interest from the Redemption Date at the Termination Price, (ii) redeem rate borne by the Class A-1 Notes, Class A-2 Notes, or Note. No premium shall be payable by the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes Company upon redemptions of Notes on pursuant to this Article Thirteen. If all or any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all portion of the Notes otherwise eligible for redemption under this Article Thirteen are redeemed and may continue to be used to fund Shortfall Amounts for not so repurchased because of the other Classes $100,000 limitation of Notes. (b) Any Section 1301, such purchase or redemption unredeemed amount shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or subject to redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall first month thereafter in which such Notes would then be released and delivered to the Sponsorso eligible. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. (a) The Sponsor may, Diomed may at its sole cost and expenseoption call for redemption all or part of the Class A Notes prior to the Maturity Date, as follows: (i) terminate this Indenture and all No Class A Notes (as defined in the Notes Note Agreement) may be redeemed in wholewhile any Class B Notes are outstanding. (ii) The Notes called for redemption shall be redeemable for an amount (the “Redemption Price”) equal to (x) 100% of the principal amount called for redemption, but not in partplus (y) interest accrued through the day immediately preceding the date of redemption (the “Redemption Date”). (iii) If fewer than all outstanding Class B Notes are to be redeemed, then all Class A Notes shall be partially redeemed on any a pro rata basis. (iv) Prior to the Redemption Date Date, Diomed shall deposit into escrow an amount sufficient for the payment of the aggregate Redemption Price of the Class B Notes being called for redemption and shall make such funds available on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on for payment to the Holders who present their Class B Notes and otherwise comply with Diomed’s instructions contained in the Redemption Notice (as defined below). (v) On the Redemption Date, Diomed shall cause the Holders whose Class B Notes have been presented for redemption to be issued payment of the Redemption Price. In the case of a partial redemption, Diomed shall also issue new Class B Notes to the Holders for the principal amount remaining outstanding after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and promptly after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption Holders’ presentation of the Class of B Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts called for the other Classes of Notesredemption. (bvi) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding Not less than five (5) business days prior to the Redemption Date, Diomed shall issue a notice (the “Redemption Notice”) to each Holder setting forth the following: 1. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with Date; 2. the priority set forth in Section 8.02 hereofRedemption Price; 3. No termination or redemption is permitted without the prior written consent aggregate principal amount of the Note Insurer Class B Notes being called for redemption; 4. a statement instructing the Holders to surrender their Class B Notes for redemption and payment of the Redemption Price, including the name and address of Diomed or, if it would result in applicable, the paying agent of Diomed, where Class B Notes are to be surrendered for redemption; 5. a draw statement advising the Holders that (x) interest will cease to accrue on the Note Insurance Policy. Class B Notes (c) [Reserved]. (d) Upon the redemption of any Class of Notesor, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt case of a partial redemption, that portion of the written notice from the Sponsor of its election to redeem the Class B Notes pursuant to Section 10.01 (abeing called for redemption) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option as of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportand (y) that the Class B Notes (or, in the case of a partial redemption, that portion of the Class B Notes being called for redemption) as of the Redemption Date will cease to be convertible into Common Stock as of the Redemption Date; and 6. in the case of a partial redemption, a statement advising the Holders that after the Redemption Date a substitute Class B Note will be issued by Diomed after deduction the portion thereof called for redemption, at no cost to the Holder.

Redemption of Notes. (a) The Sponsor mayIssuer shall have the right, at its sole cost and expenseoption, to redeem the Notes for cash at any time in whole or from time to time, in part, in each case (i) terminate this Indenture and all prior to December 15, 2023 at a redemption price (with respect to the Notes may to be redeemed in wholeon any Redemption Date, the “Redemption Price”) equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and Interest on the Notes to be redeemed that would be due after the related Redemption Date but for such redemption calculated as if the maturity date of the Notes was December 15, 2023 (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled Interest payment shall be reduced by the amount of unpaid Interest accrued thereon to, but not in partincluding, on any such Redemption Date), discounted to such Redemption Date on and after the related Cleana semiannual basis (assuming a 360-Up Call Date day year consisting of twelve 30-day months) at the Termination PriceTreasury Rate plus 30 basis points, plus in each case unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date, and (ii) redeem the Class A-1 Notesat any time on or after December 15, Class A-2 Notes2023, or the Class A-3 Notes, on any at a Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) equal to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption 100% of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all principal amount of the Notes are redeemed and may continue to be used to fund Shortfall Amounts redeemed plus unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date; provided, however, that if the Redemption Date falls after a Record Date for the other Classes payment of NotesInterest and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid Interest due on such Interest Payment Date to the Holders of record at the close of business on the corresponding Record Date according to the terms and the provisions of the Indenture. (b) Any such purchase or redemption shall be accomplished by deposit by Notwithstanding the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notesforegoing, the related Mortgage Loans in the Trust Estate Issuer shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to not redeem the Notes pursuant to Section 10.01 (a3.01(a) hereof (which shall state that on any date if the Sponsor has determined that the conditions to redemption at the option principal amount of the Sponsor have Notes has been satisfied accelerated, and setting forth information as may be required such acceleration has not been rescinded or cured on or prior to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportdate.

Redemption of Notes. (aA) The Sponsor mayOn or after January 1, at its sole cost and expense1997, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied Company, the Notes shall be subject to redemption prior to maturity in whole or in part at any time or from time to time at the Redemption Price (expressed as a percentage of principal amount of the Notes or portions thereof to be so redeemed) opposite such period in the table below, plus interest accrued to the redemption date: Redemption Period Redemption Price January 1, 1997 through August 31, 1997 101% September 1, 1997 and setting forth information thereafter 100% (B) In the event that the Company elects to make a Restricted Payment pursuant to Section 4.11(B)(2) hereof, the Notes shall be subject to redemption prior to maturity as may provided in Section 4.11(B)(2) hereof at a Redemption Price equal to their principal amount, plus interest accrued to the redemption date. (C) In the event of a Fundamental Change, at the option of the Company, the Notes shall be required subject to accomplish redemption prior to maturity in whole or in part, at a Redemption Price equal to their principal amount, plus interest accrued to the redemption date. (D) Redemption of Notes shall be made pursuant to the redemption provisions of Article V hereof in whole or in part and in such principal amounts as the Company shall request in a written notice delivered to the Trustee (provided, that no partial redemption shall be in an amount less than $50,000 in the aggregate and that all partial redemptions shall be in Authorized Denominations) and the Trustee shall give the notice of redemption referred to in Article V hereof in respect of each such redemption), the Indenture Trustee shall prepare and deliver . (E) Notwithstanding anything to the Trustcontrary set forth in this Indenture, redemptions or repurchases of Notes shall only be made if the SellerRequired Lenders have consented to such redemption (if such consent is required pursuant to the Loan Agreement); provided, that the Master Servicer, failure of the Backup Servicer and Company to redeem or repurchase Notes as a result of the Note Insurer, no later than the related Redemption Date, Senior Lenders not having consented to such redemption or repurchase shall nevertheless constitute an Indenture Trustee's Remittance ReportEvent of Default hereunder.

Redemption of Notes. (a) The Sponsor mayIf any Notes provide for redemption at the election of the Bank, at its sole cost the Bank shall notify the Fiscal Agent in writing not less than 45 days and expense, not more than 60 days (iunless otherwise provided in the relevant Pricing Supplement) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on prior to any Optional Redemption Date on and after specified in the related Clean-Up Call Date at Pricing Supplement (the Termination Price, (ii“Optional Redemption Date”) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class Bank’s election to redeem such Notes in whole or in part and the principal amount and other terms and conditions of such Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesso redeemed. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account If less than all of the Termination Price Notes which have identical terms and conditions are to be redeemed on the Servicer Payment Date preceding the an Optional Redemption Date, the Fiscal Agent shall select (from those Notes which have such identical terms and conditions) the particular Notes to be redeemed by lot or by such method as the Fiscal Agent deems fair and appropriate. The amounts on deposit therein Fiscal Agent shall be distributed by promptly notify the Indenture Trustee on such Redemption Date Bank in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent writing of the Note Insurer if it would result Notes selected for redemption and, in a draw on the Note Insurance Policycase of Notes selected for partial redemption, the principal amount thereof to be redeemed. (c) [Reserved]Notice of redemption shall be given by the Fiscal Agent, at the Bank’s expense, by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days (unless otherwise provided in the relevant Pricing Supplement) prior to an Optional Redemption Date, to each Holder of Notes to be redeemed, at the address appearing in the Note Register. All notices of redemption shall state: (i) the Optional Redemption Date or Dates; (ii) the redemption price, which shall be as provided in the terms of the Note (the “Redemption Price”); (iii) if less than all of the Notes subject to redemption on the Optional Redemption Date are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Notes to be redeemed; (iv) that on the Optional Redemption Date the redemption price plus accrued interest, if any, to such date will become due and payable upon each of such Notes to be redeemed and that interest thereon will cease to accrue on and after such date; and (v) the place or places where such Notes are to be surrendered for payment. (d) Notice of redemption having been given as described above, the Notes to be redeemed shall, on the date of redemption, become due and payable at the Redemption Price, and from and after such date (unless the Bank shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon the redemption surrender of any Class of Notessuch Notes for redemption in accordance with such notice, the related Mortgage Loans in the Trust Estate Fiscal Agent shall be released and delivered pay to the SponsorHolders of such Notes the Redemption Price, together with accrued interest to the applicable Optional Redemption Date. If any Notes called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the rate borne by such Notes. (e) Upon receipt of Any Note which is to be redeemed only in part shall be surrendered to the written notice from Fiscal Agent, and the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which Fiscal Agent shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption)complete, the Indenture Trustee shall prepare authenticate and deliver to the TrustHolder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, having identical terms and conditions in an aggregate principal amount equal to and in exchange for the unredeemed portion of the Note so surrendered. (f) Upon surrender of any Note for redemption in accordance with the provisions set forth above, the SellerNote to be redeemed shall, on the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related applicable Optional Redemption Date, become due and payable, and the Fiscal Agent shall pay such Note on the applicable Optional Redemption Date provided that such note is presented to the Fiscal Agent in time for the Fiscal Agent to make such payment in accordance with its normal procedures at a price equal to (i) in the case of Notes other than OID Notes, the Redemption Price for such Optional Redemption Date plus interest, if any, accrued to the date of redemption or (ii) in the case of OID Notes (other than an Indenture Trustee's Remittance Report.Indexed Note), the Amortized Face Amount thereof (as defined below). The “Amortized Face Amount” of an OID Note shall be calculated by the Fiscal Agent and shall be equal to the sum of (i) the Issue Price set forth in the applicable Pricing Supplement and (ii) that portion of the difference between the Issue Price and the principal amount of such Note that has accrued at the Yield to Maturity set forth in the Pricing Supplement (computed in accordance with generally accepted United States bond yield computation principles) by such date of redemption or repayment, but in no event shall the Amortized Face Amount of an OID Note exceed the principal amount of such Note due at stated maturity. Back to Contents

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, Notes shall be redeemable (i) terminate this Indenture and all the Notes may be redeemed in whole, whole but not in part, ) on any Redemption Date on and after the related Clean-Up Call Distribution Date at the Termination Priceoption of the Co-Issuers (such redemption, an “Optional Redemption”) from Sale Proceeds and all other funds in the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account, the Semi-Annual Interest Reserve Account, and the Payment Account on such Distribution Date, as specified by the Co-Issuers, at the written direction of a Majority-in-Interest of Preferred Shareholders, at the applicable Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which shall have been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) no such Optional Redemption may be effected prior to the Distribution Date occurring in November 2010, (ii) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, the Principal Collection Account, the Interest Reserve Account, the Semi-Annual Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Class A-1 NotesNotes simultaneously in accordance with the procedures described in Section 9.1(b) and (iii) such Sale Proceeds are used to make such a redemption. In addition, Class A-2 Notesupon the occurrence of a Tax Event, or the Class A-3 Notes, Notes shall be redeemable by the Co-Issuers on any Redemption Distribution Date (in whole but not in part) at the written direction of a Majority of any Affected Class (such redemption, a “Tax Redemption”) from Sale Proceeds and Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on and after the related Clean-up Call such Distribution Date at the applicable Termination Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which has been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Notes simultaneously in accordance with the procedures described in Section 9.1(b), (ii) such Sale Proceeds are used to make such a redemption, (iii) a Tax Event has occurred and (iv) the Tax Materiality Condition is satisfied. In the event of an Optional Redemption or Tax Redemption pursuant to this Section 9.1(a), unless a Majority-In-Interest of the Preferred Shareholders have directed the Issuer to redeem the Preferred Shares on such Distribution Date, the amount of Collateral Debt Securities sold in connection with such Optional Redemption shall not exceed the amount necessary for the Issuer to obtain the Total Senior Redemption Amount. (b) The Notes shall not be redeemed pursuant to Section 9.1(a) unless at least four Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the extent Trustee evidence (which evidence may be in the form of fax or electronic mail indicating firm bids satisfactory to the Trustee), that the Sponsor Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from each Rating Agency at least equal to the then-highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of at least “A-1” by Standard & Poor’s, at least “P-1” by Moody’s and at least “F1” by Fitch to sell, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Debt Securities at a sale price (including in such price the sale of accrued interest) which, when added to all Cash and Eligible Investments maturing on or prior to the scheduled Redemption Date, is equal to the Total Senior Redemption Amount. Notwithstanding the foregoing paragraph, in connection with any Tax Redemption, Holders of at least 66-2/3% of the Aggregate Outstanding Principal Amount of an Affected Class of Notes may elect to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to Holders of such Affected Class (and the minimum funding requirements specified in the immediately preceding paragraph will be reduced accordingly). (c) Installments of principal and interest and the Commitment Fee due on or prior to a Redemption Date shall continue to be payable to the Holders of such Notes as of the relevant Record Dates according to their terms. The election of the Issuer to redeem any Notes pursuant to this Section 9.1 shall be evidenced by an Issuer Order from the Collateral Manager directing the Trustee to make the payment to the Paying Agent of the Redemption Price of all of the Notes to be redeemed anyfrom funds in the Payment Account in accordance with the Priority of Payments. The Issuer shall deposit, or only one Class of Notescause to be deposited, redeem the outstanding Classes of Notes funds required for an optional redemption pursuant to this Section 9.1 in the Payment Account on any or before the fifth Business Day prior to the Redemption Date on or, if later, upon receipt. (d) The Issuer shall set the Redemption Date and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related applicable Record Date and give notice thereof to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect Trustee pursuant to Section 9.2. (e) Any amounts applied to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of A Notes, the related Sub-Trust Class B Notes, Class C Notes, Class D Notes or Class E Notes pursuant to this Section 9.1 shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related applied to the Class of A Notes, Class B Notes, Class C Notes, Class D Notes redeemed shall remain on deposit or Class E Notes, respectively, in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsoreach case, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date pro rata in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent Aggregate Outstanding Principal Amounts of the Note Insurer if it would result in a draw such Class of Notes on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption date of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the If any Notes may are to be redeemed prior to their Stated Maturity Date in wholeaccordance with their terms, but the Bank shall notify the Global Agent not more than 75 nor less than 45 days prior to the relevant redemption date of the Bank's election to redeem such Notes in part, on any Redemption Date on and after whole or in part in increments of US$1,000 or the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notesequivalent thereof in other currencies, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at as otherwise provided in the applicable Termination Price Note or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on required by applicable laws and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesregulations. (b) Any such purchase or redemption Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be accomplished by deposit selected by the SponsorBank. If less than all the Notes with identical terms at any time outstanding are to be redeemed, into the related Payment Account Notes to be so redeemed shall be selected by the Global Agent or any Paying Agent on its behalf by lot or in any usual manner approved by it. The Global Agent shall promptly notify the Bank in writing of the Termination Price on Notes selected for redemption and, in the Servicer Payment Date preceding case of Notes selected for partial redemption, the Redemption Date. The amounts on deposit therein shall principal amount thereof to be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policyredeemed. (c) [Reserved]Unless otherwise specified in the applicable Note, notice of redemption shall be given by the New York Paying Agent or the London Issuing Agent, at the Bank's expense, not more than 60 nor less than 30 calendar days prior to the redemption date to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given by first-class mail, postage prepaid, to each holder's address appearing in the Note Register. In the case of Bearer Notes to be redeemed, the London Issuing Agent shall publish the notice required in connection with any such redemption and shall at the same time also publish a separate list of serial numbers of any Notes previously selected and not presented for redemption. All notices of redemption shall identify the Notes to be redeemed (including CUSIP, Common Code and ISIN numbers), the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers (and principal amounts) of the Notes to be redeemed. (d) Upon Notice of redemption having been given as described above, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price specified in such Notes, and from and after such date such Notes shall cease to bear interest. Upon surrender of any Class of such Notes for redemption in accordance with such notice, the Global Agent or the relevant Paying Agent shall pay or cause to be paid such Notes at the redemption price specified in such Notes, together with unpaid interest accrued on such Notes at the related Mortgage Loans in the Trust Estate shall be released and delivered applicable rate borne by such Notes to the Sponsorredemption date. (e) Upon receipt of Any Registered Note or Definitive Bearer Note which is to be redeemed only in part shall be surrendered to the written notice from London Issuing Agent or the Sponsor of its election to redeem Registrar, as the Notes pursuant to Section 10.01 (a) hereof (which case may be, and the London Issuing Agent or the Registrar, as the case may be, shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption)complete, the Indenture Trustee shall prepare authenticate and deliver to a holder of such Note, without service charge, a new Registered Note or Definitive Bearer Note, of any authorized denomination as requested by such holder, in an aggregate principal amount equal to and in exchange for the Trust, unredeemed portion of the Seller, the Master Servicer, the Backup Servicer and principal of the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportso surrendered.

Redemption of Notes. (a) The Sponsor mayIssuer shall have the right, at its sole cost and expenseoption, to redeem the Notes for cash at any time in whole or from time to time, in part, in each case (i) terminate this Indenture and all prior to March 1, 2023 at a redemption price (with respect to the Notes may to be redeemed in wholeon any Redemption Date, the “Redemption Price”) equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of principal and Interest on the Notes to be redeemed that would be due after the related Redemption Date but for such redemption calculated as if the maturity date of the Notes was March 1, 2023 (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled Interest payment shall be reduced by the amount of unpaid Interest accrued thereon to, but not in partincluding, on any such Redemption Date), discounted to such Redemption Date on and after the related Cleana semiannual basis (assuming a 360-Up Call Date day year consisting of twelve 30-day months) at the Termination PriceTreasury Rate plus 25 basis points, plus in each case unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date, and (ii) redeem the Class A-1 Notesat any time on or after March 1, Class A-2 Notes2023, or the Class A-3 Notes, on any at a Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) equal to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption 100% of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all principal amount of the Notes are redeemed and may continue to be used to fund Shortfall Amounts redeemed plus unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date; provided, however, that if the Redemption Date falls after a Record Date for the other Classes payment of NotesInterest and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid Interest due on such Interest Payment Date to the Holders of record at the Close of Business on the corresponding Record Date according to the terms and the provisions of this Indenture. (b) Any such purchase or redemption shall be accomplished by deposit by Notwithstanding the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notesforegoing, the related Mortgage Loans in the Trust Estate Issuer shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to not redeem the Notes pursuant to Section 10.01 (a3.01(a) hereof (which shall state that on any date if the Sponsor has determined that the conditions to redemption at the option principal amount of the Sponsor have Notes has been satisfied accelerated, and setting forth information as may be required such acceleration has not been rescinded or cured on or prior to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportdate.

Redemption of Notes. (a) The Sponsor mayAfter January 1, at its sole cost 2026, the Issuer will have the right, upon not less than 15 nor more than 60 days’ prior written notice to the Trustee and expensethe Holders (the “Redemption Notice”), (i) terminate this Indenture and to redeem all or any portion of the Notes may be redeemed that remain outstanding at a redemption price equal to the Deemed Value Payments in wholerespect of such Notes plus, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed anyincluded therein, or only one Class of accrued and unpaid interest on such Notes, redeem to but excluding the outstanding Classes date of Notes on any redemption (the “Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related ”) (subject to the Class right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect prior to the redemption Redemption Date). The Redemption Notice will set out the details of the Class of Notes being redeemed. Upon , including the redemption of any Class of Notes, principal amount and the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit Deemed Value Payments in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all respect of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesbeing redeemed. (b) Any Upon a Redemption Notice having been given under Section 4.2(a), the Notes being redeemed pursuant to such purchase or redemption Redemption Notice shall thereupon be accomplished by deposit by and become due and payable at the Sponsor, into the related Payment Account of the Termination Redemption Price on the Servicer Payment Date preceding Redemption Date, in the same manner and with the same effect as if it were the Maturity Date, anything therein or herein to the contrary notwithstanding. From and after the Redemption Date. The amounts on deposit therein , if the funds necessary to redeem the Notes shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth have been deposited as provided in Section 8.02 hereof. No termination or redemption is permitted without 4.2(d), interest upon the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance PolicyNotes shall cease to accrue. (c) [Reserved]Upon Notes being called for redemption under Section 4.2(a), the Issuer shall deposit with the Trustee or any Paying Agent, on or before 11:00 a.m. (Toronto time) ten Business Days prior to the Redemption Notice, such sums of money as may be sufficient to pay for the Notes that are being redeemed (the “Redemption Price”). Payment of the Redemption Price to the Trustee or Paying Agent shall be made by wire or other electronic funds transfer or pursuant to such other arrangements for the provision of funds as may be agreed between the Issuer and the Trustee or Paying Agent in order to effect such payment hereunder. (d) Upon In case the redemption Holder of any Class Note called for redemption under Section 4.2(a) shall fail on or before the day that is ten Business Days following the Redemption Notice to surrender such Holder’s Note, or shall not accept payment of Notesthe Redemption Price, the related Mortgage Loans such redemption monies may be set aside in trust, without interest, either in the Trust Estate deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be released and delivered deemed a payment to the SponsorHolder of the sum so set aside and, to that extent, such Note shall thereafter not be considered as outstanding hereunder and the Holder thereof shall have no other right except to receive payment of such funds. (e) Upon receipt The Holder of a Note of which a part only is redeemed, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes for the unredeemed part so surrendered, and in the case of Certificated Notes, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes for the unredeemed part of the written notice from the Sponsor principal amount of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportso surrendered.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, Notes shall be redeemable (i) terminate this Indenture and all the Notes may be redeemed in whole, whole but not in part, ) on any Redemption Date on and after the related Clean-Up Call Distribution Date at the Termination Priceoption of the Co-Issuers (such redemption, an “Optional Redemption”) from Sale Proceeds and all other funds in the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account, the Semi-Annual Interest Reserve Account, and the Payment Account on such Distribution Date, as specified by the Co-Issuers, at the written direction of a Majority-in-Interest of Preferred Shareholders, at the applicable Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which shall have been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) no such Optional Redemption may be effected prior to the Distribution Date occurring in August 2010, (ii) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, the Principal Collection Account, the Interest Reserve Account, the Semi-Annual Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Class A-1 NotesNotes simultaneously in accordance with the procedures described in Section 9.1(b) and (iii) such Sale Proceeds are used to make such a redemption. In addition, Class A-2 Notesupon the occurrence of a Tax Event, or the Class A-3 Notes, Notes shall be redeemable by the Co-Issuers on any Redemption Distribution Date (in whole but not in part) at the written direction of a Majority of any Affected Class (such redemption, a “Tax Redemption”) from Sale Proceeds and Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on and after the related Clean-up Call such Distribution Date at the applicable Termination Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which has been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided that (i) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Notes simultaneously in accordance with the procedures described in Section 9.1(b), (ii) such Sale Proceeds are used to make such a redemption, (iii) a Tax Event has occurred and (iv) the Tax Materiality Condition is satisfied. In the event of an Optional Redemption or Tax Redemption pursuant to this Section 9.1(a), unless a Majority-In-Interest of the Preferred Shareholders have directed the Issuer to redeem the Preferred Shares on such Distribution Date, the amount of Collateral Debt Securities sold in connection with such Optional Redemption shall not exceed the amount necessary for the Issuer to obtain the Total Senior Redemption Amount. (b) The Notes shall not be redeemed pursuant to Section 9.1(a) unless at least four Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the extent Trustee evidence (which evidence may be in the form of fax or electronic mail indicating firm bids satisfactory to the Trustee), that the Sponsor Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from each Rating Agency at least equal to the then-highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of at least “A-1” by Standard & Poor’s, at least “P-1” by Moody’s and at least “F1” by Fitch to sell, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Debt Securities at a sale price (including in such price the sale of accrued interest) which, when added to all Cash and Eligible Investments maturing on or prior to the scheduled Redemption Date, is equal to the Total Senior Redemption Amount. Notwithstanding the foregoing paragraph, in connection with any Tax Redemption, Holders of at least 66-2/3% of the Aggregate Outstanding Principal Amount of an Affected Class of Notes may elect to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to Holders of such Affected Class (and the minimum funding requirements specified in the immediately preceding paragraph will be reduced accordingly). (c) Installments of principal and interest and the Commitment Fee due on or prior to a Redemption Date shall continue to be payable to the Holders of such Notes as of the relevant Record Dates according to their terms. The election of the Issuer to redeem any Notes pursuant to this Section 9.1 shall be evidenced by an Issuer Order from the Collateral Manager directing the Trustee to make the payment to the Paying Agent of the Redemption Price of all of the Notes to be redeemed anyfrom funds in the Payment Account in accordance with the Priority of Payments. The Issuer shall deposit, or only one Class of Notescause to be deposited, redeem the outstanding Classes of Notes funds required for an optional redemption pursuant to this Section 9.1 in the Payment Account on any or before the fifth Business Day prior to the Redemption Date on or, if later, upon receipt. (d) The Issuer shall set the Redemption Date and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related applicable Record Date and give notice thereof to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect Trustee pursuant to Section 9.2. (e) Any amounts applied to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of A Notes, the related Sub-Trust Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes pursuant to this Section 9.1 shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related applied to the Class of A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes redeemed shall remain on deposit or Class F Notes, respectively, in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsoreach case, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date pro rata in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent Aggregate Outstanding Principal Amounts of the Note Insurer if it would result in a draw such Class of Notes on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption date of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. The Notes may be redeemed, in whole or in part at any time and from time to time prior to the Par Call Date at the election of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 11 of the Original Indenture); provided that notice of redemption with respect to the Notes shall be given not less than 15 nor more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed), for a Redemption Price equal to the greater of (a) the Discounted Value for the applicable Redemption Date of the Notes to be redeemed, and (b) 100% of the outstanding principal amount of the Notes to be redeemed. The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed redeemed, in whole, but not or from time to time, in part, at any time on or after the Par Call Date, at the election of the Corporation (in the manner and in accordance with and subject to the terms and provisions set forth in Article 11 of the Original Indenture); provided that notice of redemption with respect to the Notes shall be given not less than 15 nor more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed), for a Redemption Price equal to the outstanding principal amount of the Notes to be redeemed. All accrued and unpaid interest on the outstanding principal amount of each Note called for redemption shall be paid to, but excluding, the Redemption Date; provided that installments of interest on the Notes which are due and payable on any date falling on or prior to a Redemption Date will be payable to the registered Holders of such Notes (or one or more predecessor Notes), registered as such as of the close of business on the relevant Regular Record Dates. Unless the Company defaults in the payment of the Redemption Price, on and after the related Clean-Up Call Date at the Termination PriceRedemption Date, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, interest will cease to accrue on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts or portions thereof called for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Dateredemption. The amounts on deposit therein shall Notes will not be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions subject to redemption at the option election of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), Holders of the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance ReportNotes.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, Notes shall be redeemable (i) terminate this Indenture and all the Notes may be redeemed in whole, whole but not in part, ) on any Redemption Date on and after the related Clean-Up Call Distribution Date at the Termination Priceoption of the Co-Issuers (such redemption, an “Optional Redemption”) from Sale Proceeds and all other funds in the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account, the Semi-Annual Interest Reserve Account, and the Payment Account on such Distribution Date, as specified by the Co-Issuers, at the written direction of a Majority-in-Interest of Preferred Shareholders, at the applicable Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which shall have been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) no such Optional Redemption may be effected prior to the Distribution Date occurring in February 2011, (ii) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, the Principal Collection Account, the Interest Reserve Account, the Semi-Annual Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Class A-1 NotesNotes simultaneously in accordance with the procedures described in Section 9.1(b) and (iii) such Sale Proceeds are used to make such a redemption. In addition, Class A-2 Notesupon the occurrence of a Tax Event, or the Class A-3 Notes, Notes shall be redeemable by the Co-Issuers on any Redemption Distribution Date (in whole but not in part) at the written direction of a Majority of any Affected Class (such redemption, a “Tax Redemption”) from Sale Proceeds and Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on and after the related Clean-up Call such Distribution Date at the applicable Termination Redemption Price (exclusive of installments of principal and interest and the Commitment Fee due on or prior to such date, provided payment of which has been made or duly provided for, to the Holders of the Notes as provided in this Indenture); provided, that (i) the Sale Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, Principal Collection Account, the Interest Reserve Account, the Expense Account and the Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Notes simultaneously in accordance with the procedures described in Section 9.1(b), (ii) such Sale Proceeds are used to make such a redemption, (iii) a Tax Event has occurred and (iv) the Tax Materiality Condition is satisfied. In the event of an Optional Redemption or Tax Redemption pursuant to this Section 9.1(a), unless a Majority-In-Interest of the Preferred Shareholders have directed the Issuer to redeem the Preferred Shares on such Distribution Date, the amount of Collateral Debt Securities sold in connection with such Optional Redemption shall not exceed the amount necessary for the Issuer to obtain the Total Senior Redemption Amount. (b) The Notes shall not be redeemed pursuant to Section 9.1(a) unless at least four Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the extent Trustee evidence (which evidence may be in the form of fax or electronic mail indicating firm bids satisfactory to the Trustee), that the Sponsor Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or institutions whose long-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a person other than such institution) have a credit rating from each Rating Agency at least equal to the then-highest rating of any Notes then Outstanding or whose short-term unsecured debt obligations have a credit rating of at least “A-1” by Standard & Poor’s, at least “P-1” by Moody’s and at least “F1” by Fitch to sell, not later than the Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Debt Securities at a sale price (including in such price the sale of accrued interest) which, when added to all Cash and Eligible Investments maturing on or prior to the scheduled Redemption Date, is equal to the Total Senior Redemption Amount. Notwithstanding the foregoing paragraph, in connection with any Tax Redemption, Holders of at least 66-2/3% of the Aggregate Outstanding Principal Amount of an Affected Class of Notes may elect to receive less than 100% of the portion of the Total Senior Redemption Amount that would otherwise be payable to Holders of such Affected Class (and the minimum funding requirements specified in the immediately preceding paragraph will be reduced accordingly). (c) Installments of principal and interest and the Commitment Fee due on or prior to a Redemption Date shall continue to be payable to the Holders of such Notes as of the relevant Record Dates according to their terms. The election of the Issuer to redeem any Notes pursuant to this Section 9.1 shall be evidenced by an Issuer Order from the Collateral Manager directing the Trustee to make the payment to the Paying Agent of the Redemption Price of all of the Notes to be redeemed anyfrom funds in the Payment Account in accordance with the Priority of Payments. The Issuer shall deposit, or only one Class of Notescause to be deposited, redeem the outstanding Classes of Notes funds required for an optional redemption pursuant to this Section 9.1 in the Payment Account on any or before the fifth Business Day prior to the Redemption Date on or, if later, upon receipt. (d) The Issuer shall set the Redemption Date and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related applicable Record Date and give notice thereof to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect Trustee pursuant to Section 9.2. (e) Any amounts applied to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of A Notes, the related Sub-Trust Class B Notes, Class C Notes, Class D Notes or Class E Notes pursuant to this Section 9.1 shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related applied to the Class of A Notes, Class B Notes, Class C Notes, Class D Notes redeemed shall remain on deposit or Class E Notes, respectively, in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsoreach case, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date pro rata in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent Aggregate Outstanding Principal Amounts of the Note Insurer if it would result in a draw such Class of Notes on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption date of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate Redemption of Notes of any series Issuer as permitted or required by this Indenture and all each applicable Note Certificate or Supplemental Indenture will be made in accordance with the terms of such Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (iiexcept as otherwise provided herein or pursuant hereto) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesthis Section. (b) Any such purchase If any Initial Redemption Date is specified in an applicable Note Certificate or redemption shall be accomplished by deposit by Supplemental Indenture, the Sponsor, into the related Payment Account Issuer may redeem Notes of the Termination particular series prior to the Stated Maturity Date at its option, on, or on any Business Day after, the Initial Redemption Date in whole or from time to time in part in increments $1,000 or any other integral multiple of an authorized denomination of such Notes specified at the applicable Redemption Price on the Servicer Payment Date preceding together with any unpaid interest accrued thereon, any Additional Amounts and other amounts payable with respect thereto, as of the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]If (i) the Issuer is required at any time to pay Additional Amounts or if the Issuer is obligated to withhold or deduct any United States taxes with respect to any payment under the Notes, as set forth in each applicable Note Certificate or Supplemental Indenture, or if there is a material probability that the Issuer will become obligated to withhold or deduct any such United States taxes or otherwise pay Additional Amounts (in the opinion of independent legal counsel selected by the Funding Agreement Provider), in each case pursuant to any change in or amendment to any United States tax laws (or any regulations or rulings thereunder) or any change in position of the Internal Revenue Service regarding the application or interpretation thereof (including, but not limited to, the Funding Agreement Provider or the Issuer's receipt of a written adjustment from the Internal Revenue Service in connection with an audit) (a "Tax Event"), and (ii) the Funding Agreement Provider, pursuant to the terms of the relevant Funding Agreement, has delivered to the Owner notice that the Funding Agreement Provider intends to terminate the relevant Funding Agreement pursuant to Section 12(b) of such Funding Agreement, then the Issuer will redeem the particular series of Notes on the Redemption Date at the Redemption Price together with any unpaid interest accrued thereon, any Additional Amounts and other amounts payable with respect thereto, as of the Redemption Date. (d) Upon Unless a shorter notice shall be satisfactory to the Indenture Trustee, Issuer shall provide to the Indenture Trustee a notice of redemption of any Class Notes (i) in case of Notesany redemption at the election of the Issuer, the related Mortgage Loans in the Trust Estate shall be released and delivered not more than 60 days nor less than 30 days prior to the SponsorRedemption Date and (ii) in case of any mandatory redemption pursuant to Section 3.1(c), at least 75 days prior to the Redemption Date. In case of any redemption at the election of the Issuer of less than all of the Notes of any series such notice shall specify the aggregate principal amount of the Notes of such series to be redeemed. (e) Upon receipt If less than all of the written notice from the Sponsor Notes of its election any series are to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption be redeemed at the option of the Sponsor have been satisfied and setting forth information Issuer, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Indenture Trustee from the Outstanding Notes of such series not previously called for redemption, by such method as may be required to accomplish such redemption), the Indenture Trustee shall prepare deem fair and deliver appropriate, acting in accordance with its obligations under this Indenture, and which may provide for the selection for redemption of portions of the principal amount of Notes of such series; PROVIDED, HOWEVER, that no such partial redemption shall reduce the portion of the principal amount of a Note of such series not redeemed to less than the minimum denomination for a Note of such series established in or pursuant to this Indenture. The Indenture Trustee shall promptly notify the Issuer and the Registrar (if other than itself) in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption and the aggregate principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the Trustredemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal of such Notes which has been or is to be redeemed. (f) Unless otherwise specified herein, in each applicable Note Certificate or in a Supplemental Indenture, the SellerIssuer shall give a notice of redemption to each Holder of the Notes to be redeemed at the Issuer's option (i) in case of any redemption at the election of the Issuer, not more than 60 nor less than 30 days prior to the Redemption Date and (ii) in case of any mandatory redemption pursuant to Section 3.1(c), not more than 75 days nor less than 30 days prior to the Redemption Date; provided, in the case of any notice of redemption given pursuant to claim (ii), that no such notice of redemption may be given earlier than 90 days prior to the earliest day on which the Issuer would become obligated to pay the applicable Additional Amounts were a payment in respect of Notes then due. Failure to give such notice to the Holder of any Note designated for redemption in whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Note or any portion thereof. Any notice that is mailed to the Holder of any Notes in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. All notices of redemption shall state: (i) the Redemption Date, (ii) the Redemption Price, (iii) in case of any redemption at the election of the Issuer, if less than all Outstanding Notes of any series are to be redeemed, the Master Serviceridentification (and, in the case of partial redemption, the Backup Servicer principal amount) of the particular Note or Notes to be redeemed, (iv) in case any Note is to be redeemed in part only at the election of the Issuer, the notice which relates to such Note shall state that on and after the Note Insurer, no later than the related Redemption Date, upon surrender of the Note Certificate representing such Note, the Holder of such Note will receive, without charge, a new Note Certificate representing an authorized denomination of the principal amount of such Note remaining unredeemed, (v) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Note or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after the Redemption Date, (vi) the place or places where each applicable Note Certificate representing such Note or Notes is to be surrendered for payment of the Redemption Price together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto, (vii) if applicable, in case of any redemption at the election of the Issuer, that the redemption is for a sinking fund, and (viii) the CUSIP number or any other numbers used to identify such Notes. (g) On or prior to any Redemption Date, the Issuer shall deposit, with respect to any Notes of a series called for redemption pursuant to this Section, with the Paying Agent an amount of money in the Specified Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified each applicable Note Certificate or Supplemented Indenture) any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, all such Notes or portions thereof which are to be redeemed on the Redemption Date. (h) The Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price together with any unpaid interest accrued through the Redemption Date on, and any Additional Amounts payable with respect to, such Notes, and from and after such date (unless the Company shall default in the payment of the Redemption Price and any unpaid interest accrued on such Notes through the Redemption Date) such Notes shall cease to bear interest. Upon surrender of any Note Certificate for redemption of any Note or Notes represented thereby in accordance with the applicable notice of redemption, such Note shall be paid by the Issuer at the Redemption Price, together with any unpaid interest accrued thereon through the Redemption Date and any Additional Amounts payable with respect thereto; PROVIDED, HOWEVER, that, except as otherwise provided in or pursuant to this Indenture, each applicable Note Certificate or Supplemental Indenture, installments of interest on Notes, the Stated Maturity of which is on or prior to the Redemption Date, shall be payable to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the Regular Interest Record Dates therefor according to their terms and the provisions of Section 3.1(b). (i) If any Note called for redemption shall not be so paid upon surrender of the applicable Note Certificate for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate specified in each applicable Note Certificate or Supplemental Indenture. (j) If applicable, the Issuer will comply with the requirements of Section 14(e) of the Exchange Act, and the rules promulgated thereunder, and any other securities laws or regulations in connection with any redemption or any repayment pursuant to Section 3.2 hereof of Notes at the option of the Holder or Holders thereof. Upon surrender of any Note Certificate for partial redemption of any Note or Notes represented thereby in accordance with this Section, the Issuer shall execute and the Indenture Trustee's Remittance ReportTrustee shall authenticate and deliver one or more new Note Certificates of the same series of any authorized denomination representing an aggregate principal amount equal to the unredeemed portion of the applicable Note or Notes.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the If any Notes may are to be redeemed prior to their Stated Maturity Date in wholeaccordance with their terms, but the Bank shall notify the Global Agent not more than 75 nor less than 45 days prior to the relevant redemption date of the Bank’s election to redeem such Notes in part, on any Redemption Date on and after whole or in part in increments of US$1,000 or the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notesequivalent thereof in other currencies, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at as otherwise provided in the applicable Termination Price Note or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on required by applicable laws and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notesregulations. (b) Any such purchase or redemption Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be accomplished by deposit selected by the SponsorBank If less than all the Notes with identical terms at any time outstanding are to be redeemed, into the related Payment Account Notes to be so redeemed shall be selected by the Global Agent or any Paying Agent on its behalf by lot or in any usual manner approved by it. The Global Agent shall promptly notify the Bank in writing of the Termination Price on Notes selected for redemption and, in the Servicer Payment Date preceding case of Notes selected for partial redemption, the Redemption Date. The amounts on deposit therein shall principal amount thereof to be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policyredeemed. (c) [Reserved]Unless otherwise specified in the applicable Note, notice of redemption shall be given by the New York Paying Agent or the London Issuing Agent, at the Bank’s expense, not more than 60 nor less than 30 calendar days prior to the redemption date to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given by first-class mail, postage prepaid, to each holder’s address appearing in the Note Register. In the case of Bearer Notes to be redeemed, the London issuing Agent shall publish the notice required in connection with any such redemption and shall at the same time also publish a separate list of serial numbers of any Notes previously selected and not presented for redemption. All notices of redemption shall identify the Notes to be redeemed (including CUSIP, Common Code and ISIN numbers), the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers (and principal amounts) of the Notes to be redeemed. (d) Upon Notice of redemption having been given as described above, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price specified in such Notes, and from and after such date such Notes shall cease to bear interest. Upon surrender of any Class of such Notes for redemption in accordance with such notice, the Global Agent or the relevant Paying Agent shall pay or cause to be paid such Notes at the redemption price specified in such Notes, together with unpaid interest accrued on such Notes at the related Mortgage Loans in the Trust Estate shall be released and delivered applicable rate borne by such Notes to the Sponsorredemption date. (e) Upon receipt of Any Registered Note or Definitive Bearer Note which is to be redeemed only in part shall be surrendered to the written notice from London Issuing Agent or the Sponsor of its election to redeem Registrar, as the Notes pursuant to Section 10.01 case may be, and the London Issuing Agent or the Registrar, as the case may be, shall either (ai) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption)complete, the Indenture Trustee shall prepare authenticate and deliver to a holder of such Note, without service charge, a new Registered Note or Definitive Bearer Note, of any authorized denomination as requested by such holder, in an aggregate principal amount equal to and in exchange for the Trust, unredeemed portion of the Seller, the Master Servicer, the Backup Servicer and principal of the Note Insurer, no later than so surrendered or (ii) procure that a statement indicating the related Redemption Date, an Indenture Trustee's Remittance Reportamount and. date of such redemption is endorsed on the relevant Note.

Redemption of Notes. (a) The Sponsor mayIssuer shall have the right, at its sole cost and expenseoption, to redeem the Notes for cash at any time in whole or from time to time, in part, in each case (i) terminate this Indenture and all prior to January 1, 2032 at a redemption price (with respect to the Notes may to be redeemed in wholeon any Redemption Date, the “Redemption Price”) equal to the greater of: (x) 100% of the principal amount of the Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of principal of and Interest on the Notes to be redeemed that would be due after the related Redemption Date but for such redemption calculated as if the maturity date of the Notes was January 1, 2032 (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled Interest payment shall be reduced by the amount of unpaid Interest accrued thereon to, but not in partincluding, on any such Redemption Date), discounted to such Redemption Date on and after the related Cleana semiannual basis (assuming a 360-Up Call Date day year consisting of twelve 30-day months) at the Termination PriceTreasury Rate plus 25 basis points, plus in each case unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date, and (ii) redeem the Class A-1 Notesat any time on or after January 1, Class A-2 Notes2032, or the Class A-3 Notes, on any at a Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) equal to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption 100% of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all principal amount of the Notes are redeemed and may continue to be used to fund Shortfall Amounts redeemed plus unpaid Interest, if any, accrued on the principal amount of the Notes being redeemed to, but not including, such Redemption Date; provided, however, that if the Redemption Date falls after a Record Date for the other Classes payment of NotesInterest and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid Interest due on such Interest Payment Date to the Holders of record at the close of business on the corresponding Record Date according to the terms and the provisions of the Indenture. (b) Any such purchase or redemption shall be accomplished by deposit by Notwithstanding the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notesforegoing, the related Mortgage Loans in the Trust Estate Issuer shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to not redeem the Notes pursuant to Section 10.01 (a3.01(a) hereof (which shall state that on any date if the Sponsor has determined that the conditions to redemption at the option principal amount of the Sponsor have Notes has been satisfied accelerated, and setting forth information as may be required such acceleration has not been rescinded or cured on or prior to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportdate.

Redemption of Notes. (a) The Sponsor may, Diomed may at its sole cost and expenseoption call for redemption all or part of the Class A Notes prior to the Maturity Date, as follows: (i) terminate this Indenture and all the No Class A Notes may be redeemed while any Class B Notes (as defined in wholethe Note Agreement) are outstanding. (ii) The Notes called for redemption shall be redeemable for an amount (the “Redemption Price”) equal to (x) 100% of the principal amount called for redemption, but not in partplus (y) interest accrued through the day immediately preceding the date of redemption (the “Redemption Date”). (iii) If fewer than all outstanding Class A Notes are to be redeemed, then all Class A Notes shall be partially redeemed on any a pro rata basis. (iv) Prior to the Redemption Date Date, Diomed shall deposit into escrow an amount sufficient for the payment of the aggregate Redemption Price of the Class A Notes being called for redemption and shall make such funds available on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on for payment to the Holders who present their Class A Notes and otherwise comply with Diomed’s instructions contained in the Redemption Notice (as defined below). (v) On the Redemption Date, Diomed shall cause the Holders whose Class A Notes have been presented for redemption to be issued payment of the Redemption Price. In the case of a partial redemption, Diomed shall also issue new Class A Notes to the Holders for the principal amount remaining outstanding after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and promptly after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption Holders’ presentation of the Class of A Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts called for the other Classes of Notesredemption. (bvi) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding Not less than five (5) business days prior to the Redemption Date, Diomed shall issue a notice (the “Redemption Notice”) to each Holder setting forth the following: 1. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with Date; 2. the priority set forth in Section 8.02 hereofRedemption Price; 3. No termination or redemption is permitted without the prior written consent aggregate principal amount of the Note Insurer Class A Notes being called for redemption; 4. a statement instructing the Holders to surrender their Class A Notes for redemption and payment of the Redemption Price, including the name and address of Diomed or, if it would result in applicable, the paying agent of Diomed, where Class A Notes are to be surrendered for redemption; 5. a draw statement advising the Holders that (x) interest will cease to accrue on the Note Insurance Policy. Class A Notes (c) [Reserved]. (d) Upon the redemption of any Class of Notesor, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt case of a partial redemption, that portion of the written notice from the Sponsor of its election to redeem the Class A Notes pursuant to Section 10.01 (abeing called for redemption) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option as of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Reportand (y) that the Class A Notes (or, in the case of a partial redemption, that portion of the Class A Notes being called for redemption) as of the Redemption Date will cease to be convertible into Common Stock as of the Redemption Date; and 6. in the case of a partial redemption, a statement advising the Holders that after the Redemption Date a substitute Class A Note will be issued by Diomed after deduction the portion thereof called for redemption, at no cost to the Holder.

Redemption of Notes. (a) The Sponsor mayNotes shall be -------------------- mandatory redeemable, at its sole cost and expensecommencing on the first anniversary of the Closing Date, in the amounts calculated pursuant to Section 9.01(b) hereof. Any such redemption (ia "Redemption") terminate this Indenture and all the Notes may be redeemed effected only on a Quarterly Distribution ---------- Date and only in whole, but not in part, on any Redemption Date on and after accordance with the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class Priority of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of NotesPayments. (b) Any such purchase or redemption The Class A1 Notes shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date redeemed from available funds in accordance with the priority set forth Priority of Payments until the Aggregate Outstanding Amount of the Class A1 Notes is equal to $47,000,000 (the "Redemption ---------- Threshold"). Thereafter, any Monies that would otherwise be available for the --------- Redemption of Class A1 Notes in accordance with the Priority of Payments shall be deposited into the Note Reserve Account until the total amount of Monies available in the Note Reserve Account is equal to $51,500,000 (the "Note Reserve ------------ Account Maximum Balance") and thereafter in accordance with the Priority of ------------------------- Payments. After achievement of the Redemption Threshold, the Class A1 Notes shall be redeemed from the Note Reserve Account and other available funds in accordance with the Priority of Payments on the earlier of (i) the next Quarterly Distribution Date following three consecutive Due Periods in which the Net Asset Value (plus the amount of Unfunded Commitments) of the Issuer, as measured two Business Days prior to the Quarterly Distribution Date, is less than $80,000,000 and (ii) December 31, 2011. After such Redemption of Class A1 Notes any amounts remaining in the Note Reserve Account shall be retained in the Note Reserve Account until the Liquidity Commitment Termination Date and, on the Liquidity Commitment Termination Date, shall be applied to repay amounts due under the Liquidity Facility Agreement, if any, and then the remainder shall be deposited in the Collection Account for application in accordance with the Priority of Payments. Once the Note Reserve Account Maximum Balance has been deposited in the Note Reserve Account, the Issuer shall, consistent with the Priority of Payments as described in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes11.01(a), the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Class A2 Notes pursuant to Section 10.01 from available funds until they have been repaid in full. Immediately thereafter, consistent with the Priority of Payments as described in Section 11.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee Class B1 Notes shall prepare and deliver to the Trustbe redeemed in full from available funds and, thereafter, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance ReportClass B2 Notes shall be redeemed in full from available funds.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all the Notes may be redeemed in whole, but not in part, on any Redemption Date on and after the related Clean-Up Call Date at the Termination Price, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related to the Class or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect to the redemption of the Class of Notes being redeemed. Upon the redemption of any Class of Notes, the related Sub-Trust shall be terminated and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all of the Notes are redeemed and may continue to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by the Sponsor, into the related Payment Account of the Termination Price on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance Policy. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's ’s Remittance Report.

Redemption of Notes. (a) The Sponsor may, at its sole cost and expense, (i) terminate this Indenture and all Notes are subject to redemption in whole by the Notes may be redeemed in whole, but not in part, Issuer on any Redemption Payment Date (any such Payment Date on and after the related Clean-Up Call Date at the Termination Pricewhich Notes are to be redeemed, (ii) redeem the Class A-1 Notes, Class A-2 Notes, or the Class A-3 Notes, on any a “Redemption Date on and after the related Clean-up Call Date at the applicable Termination Price or (iii) Date”). The redemption price will be equal to the extent that the Sponsor has not redeemed any, or only one Class of Notes, redeem the outstanding Classes of Notes on any Redemption Date on Aggregate Principal Amount plus accrued and after the related Clean-up Call Date; provided that, in each case, the Group or Groups related unpaid interest to the Class date of redemption, plus with respect to any Notes redeemed on or Classes of Notes that are not being redeemed has reached its Specified Over-Collateralization Amount and will remain at its Specified Over-Collateralization Amount after giving effect before the Payment Date occurring in November 2008 a redemption premium (the “Redemption Premium”) equal to the redemption 0.50% of the Class Aggregate Principal Amount of the Notes being redeemed. Upon Any Termination Payments due to the Swap Counterparty under the Interest Rate Swap will be required to be paid concurrently with or prior to any such redemption. At any time after the Issuer has delivered notice of an optional redemption (but at least one Business Day prior to the Redemption Date), the Issuer will deposit or cause to be deposited funds into the Collection Account sufficient to pay all principal and interest due or to become due on the Notes in connection with such redemption, plus the Redemption Premium, if any, plus related costs and expenses incurred or to be incurred by the Trustee, plus all amounts then due and owing to the Swap Counterparty (including any amounts owed to a predecessor swap counterparty). The Trustee will invest the funds in the Collection Account in Permitted Investments as directed by the Issuer pursuant to this Indenture and on the Redemption Date will apply such funds deposited into the Collection Account and earnings on such funds to the payment in full of any Class of all principal and interest due on the Notes, the related Sub-Trust shall be terminated Redemption Premium, if any, and Excess Interest from such Sub-Trust will no longer be available to fund the Reserve Account. Any amounts on deposit in the Reserve Account related owing to the Class of Notes redeemed shall remain on deposit in such Reserve Account until all Swap Counterparty. Upon the full and final payment of the Notes are redeemed and may continue all interest thereon and any Redemption Premium and upon payment of all amounts due to be used to fund Shortfall Amounts for the other Classes of Notes. (b) Any such purchase or redemption shall be accomplished by deposit by Swap Counterparty, and at the Sponsor, into the related Payment Account written direction of the Termination Price Issuer, the Collateral Agent will release its Lien on the Servicer Payment Date preceding the Redemption Date. The amounts on deposit therein shall be distributed by the Indenture Trustee on such Redemption Date in accordance with the priority set forth in Section 8.02 hereof. No termination or redemption is permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Insurance PolicyCollateral. (c) [Reserved]. (d) Upon the redemption of any Class of Notes, the related Mortgage Loans in the Trust Estate shall be released and delivered to the Sponsor. (e) Upon receipt of the written notice from the Sponsor of its election to redeem the Notes pursuant to Section 10.01 (a) hereof (which shall state that the Sponsor has determined that the conditions to redemption at the option of the Sponsor have been satisfied and setting forth information as may be required to accomplish such redemption), the Indenture Trustee shall prepare and deliver to the Trust, the Seller, the Master Servicer, the Backup Servicer and the Note Insurer, no later than the related Redemption Date, an Indenture Trustee's Remittance Report.