Common use of Redemption Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Redemption. (a) In the event that the Seller pursuant to Except as provided in Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust3.2 herein, the Notes are subject Series C Preferred Stock shall not be redeemable at any time prior to redemption in wholeJanuary 1, but not in part2004. Thereafter, the Corporation, on the Distribution Date on which such repurchase occurssole authority of its Board of Directors, may, at its option and at any time prior to notice of conversion of the Series C Preferred Stock by the holder thereof as hereinafter provided, redeem all or any part of the Series C Preferred Stock at the time issued and outstanding for a purchase price an amount in cash equal to 110% of the outstanding principalStated Value per share plus any unpaid dividends. Except as provided in Section 3.2 herein, and accrued interest on if less than all the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes Series C Preferred Stock are to be redeemed pursuant to this Section 10.01(a)redeemed, then such redemption shall be pro rata based on the Servicer or the Issuer shall furnish number of Series C Preferred Stock owned of record by each Preferred Shareholder. Written notice of such election to redemption stating the Indenture Trustee date and place of redemption and the amount of the redemption price shall be mailed by the Corporation not later less than 20 30 days nor more than 60 days prior to the Redemption Date and redemption date to the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price record holders of the Notes shares to be redeemed whereupon all such Notes shall be due directed to their last known address as shown by the Corporation's records. If notice of redemption is given as provided above and payable if on the Redemption Date upon redemption date the furnishing of a notice complying with Section 10.02 to each Holder of Corporation has set apart in trust for the Notes. (b) In purpose sufficient funds for such redemption, then from and after the event redemption date, notwithstanding that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of any certificate for such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount shares has not been reduced surrendered for cancellation, the Series C Preferred Stock called for redemption shall no longer be deemed to zero on be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end right of the Funding Period) or (y) holders thereof to receive the Pre-Funded Amount has been reduced redemption price without interest upon surrender of certificates representing the shares called for redemption. Any monies remaining in trust after one year from the redemption date shall be returned to $150,000 or less on the Corporation and thereafter holders of certificates for such shares shall look only to the Corporation for the redemption price thereof. Upon conversion of any Distribution DateSeries C Preferred Stock called for redemption into Common Stock, in either case after giving effect to any reductions in then the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 portion of the Sale and Servicing Agreement, one or more classes monies held in trust for redemption of Notes then outstanding will such shares shall forthwith be redeemed, in whole or in part, as described in Section 7.07(c) of returned to the Sale and Servicing Agreement, in a principal amount described thereinCorporation.

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

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

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

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

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

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

Redemption. Unless stated otherwise in the respective Series Designation, a Member associated with one or more Series may request the redemption of his, her, or its Interests in a Series up to twenty-four (24) months after acquiring the Interests, subject to the requirements and limitations as set forth herein this Section. (a) In The redemption price for the event units (the “Effective Redemption Price”) will be, as follows: (i) For redemption requests made in the first twelve (12) months following the acquisition of Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to ninety-five percent (95%) of the purchase price of the Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to the Member with respect to such Interests in a Series, rounded down to the nearest cent, and (ii) the aggregate sum of distributions, if any, that the Seller pursuant Managing Member declared but unpaid to Section 7.10 the Member with respect to such Interests in a Series subject to the redemption request. The aggregate redemption amount (which includes distributions already paid or distributions declared but unpaid) shall not be more than the Member’s original purchase price of the Sale and Servicing Agreement purchases Interests in the corpus Series. (ii) For redemption requests made in the second twelve (12) months following the acquisition of Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to one-hundred percent (100%) of the Trust, purchase price of the Notes Interests being redeemed. The redemption price with respect to the Interests in the Series that are subject to the redemption in wholerequest will not be reduced by the aggregate sum of distributions, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, howeverif any, that the Issuer has available funds sufficient have been (i) paid with respect to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days Interests in a Series prior to the Redemption Date date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredemption date. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

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

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

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

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

Redemption. (a) In At any time prior to November 1, 2015 upon not less than 30 nor more than 60 days’ notice, the event that Company may redeem the Seller 6% Securities in whole or in part at any time at a Redemption Price equal to 100% of the principal amount thereof plus the Make-Whole Premium, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date Notice of a redemption of the 6% Securities made pursuant to this paragraph 5 shall be given in the manner set forth in Section 7.10 3.3 of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesIndenture; provided, provided however, that any such notice need not set forth the Issuer has available funds sufficient to pay such amountsRedemption Price but need only set forth the calculation thereof as described in the immediately preceding sentence of this paragraph 5. SellerThe Redemption Price, calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election Company to the Indenture Trustee not no later than 20 days one Business Day prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable Date. At any time on the Redemption Date or after November 1, 2015, upon the furnishing of a not less than 30 days’ notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenturenor more than 60 days’ notice, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), Company may redeem the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed6% Securities for cash at its option, in whole or in part, at the following Redemption Prices (expressed as described in Section 7.07(c) percentages of the Sale and Servicing Agreementprincipal amount) if redeemed during the 12-month period commencing November 1 of the years indicated below, in a each case, together with accrued and unpaid interest, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date): Year Percentage 2015 103.000 % 2016 102.000 % 2017 101.000 % 2018 and thereafter 100.000 % Prior to November 1, 2013, the Company may redeem from time to time up to 35% of the aggregate principal amount described thereinof the 6% Securities outstanding at a Redemption Price equal to 106.000% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date) with the Net Cash Proceeds of one or more Equity Offerings; provided, that at least 65% of the aggregate principal amount of the 6% Securities originally issued on the Series Issue Date remain outstanding after such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated. The Company is not prohibited from acquiring the 6% Securities by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. The 6% Securities will not have the benefit of a sinking fund.

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

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

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

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

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

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

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

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

Redemption. (a) In The Notes are subject to redemption upon not less than 10 or more than 60 days’ notice to the event that the Seller pursuant to Section 7.10 Holders of the Sale and Servicing Agreement purchases Notes to be redeemed as provided in the corpus Indenture, at any time or from time to time prior to December 15, 2030, as a whole or in part, at the election of the TrustCompany, at a Redemption Price, as calculated by the Company, equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of, and interest that would be due on, the Notes to be redeemed if the Notes matured on December 15, 2030 (not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. In addition, the Notes are subject to redemption in whole, but upon not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal less than 10 or more than 60 days’ notice to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price Holders of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are the Indenture, at any time or from time to be paid to Noteholders pursuant to this Section 10.01(b)time on or after December 15, the Servicer or the Issuer shall2030, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on as a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) at the election of the Sale and Servicing AgreementCompany, in at a Redemption Price, as calculated by the Company, equal to 100% of the principal amount described thereinof the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. If less than all the Notes are to be redeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive Security—by the Trustee in accordance with the Depositary’s procedures]. Unless the Company defaults in payment of such Redemption Price, from and after the Redemption Date, the Notes or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof.

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

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

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

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

Redemption. The shares of Series A Preferred Stock shall not be redeemable prior to June 2, 2008. On and after such date, the Corporation, at its option, may redeem shares of the Series A Preferred Stock, as a whole or in part, at any time or from time to time, at a redemption price equal to $100 per share, plus, in each case, an amount equal to all dividends (awhether or not earned or declared) accrued and accumulated and unpaid (including any Post-Declaration Date Dividends and Additional Dividends) to the date fixed for redemption, without interest. If full cumulative dividends on the Series A Preferred Stock have not been paid or set apart for payment with respect of all prior dividend periods, the Series A Preferred Stock may not be redeemed in part and the Corporation may not purchase or acquire any shares of the Series A Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Stock. If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot or pro rata or by any other means determined by the Board of Directors in its sole discretion to be equitable. In the event that the Seller pursuant Corporation shall redeem shares of Series A Preferred Stock, written notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to Section 7.10 the redemption date, to each holder of record of the Sale and Servicing Agreement purchases shares to be redeemed at such holder's address as the corpus same appears on the stock books of the TrustCorporation and notice shall also be given by publication during the aforesaid period prior to the redemption date in a newspaper of general circulation in the Borough of Manhattan, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesCity of New York; provided, however, that no failure to give such notice nor any defect therein shall affect the Issuer validity of the proceedings for the redemption of any shares of Series A Preferred Stock to be redeemed except as to the holder to whom the Corporation has available failed to mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed from such holder, the number of shares to be redeemed from such holder; (c) the redemption price and any accumulated and unpaid dividends to the redemption date; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date (unless the Corporation shall default in providing funds for the payment of the redemption price of the shares called for redemption at the time and place specified in such notice). If a notice of redemption has been given pursuant to this Paragraph 6 and if, on or before the date fixed for redemption, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares of Series A Preferred Stock so called for redemption, then, notwithstanding that any certificates for such shares have not been surrendered for cancellation, on the redemption date dividends shall cease to accrue on the shares to be redeemed, and at the close of business on the redemption date the holders of such shares shall cease to be stockholders with respect to such shares and shall have no interest in or claims against the Corporation by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive the moneys payable upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares evidenced thereby shall no longer be outstanding. The Corporation's obligation to provide funds for the payment of the redemption price (and any accumulated and unpaid dividends to the redemption date) of the shares called for redemption shall be deemed fulfilled if, on or before a redemption date, the Corporation shall deposit, with a bank or trust company, or an affiliate of a bank or trust company, having an office or agency in New York City and having a capital and surplus of at least $50,000,000, such funds sufficient to pay the redemption price (and any accumulated and unpaid dividends to the redemption date) of the shares called for redemption, in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefor), with irrevocable instructions and authority to such amountsbank or trust company that such funds be delivered upon redemption of the shares of Series A Preferred Stock so called for redemption. SellerSubject to applicable escheat laws, any moneys so set aside by the Servicer or Corporation and unclaimed at the Issuer end of two years from the redemption date shall furnish each Rating Agency notice revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of the amounts payable upon such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer Any interest accrued on funds so deposited shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant the Corporation from time to this Section 10.01(b)time. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, the Servicer including shares purchased or the Issuer shallredeemed, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end upon compliance with any applicable provisions of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 laws of the Sale State of Delaware) have the status of authorized and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) unissued shares of the Sale class of Preferred Stock undesignated as to series and Servicing Agreement, in a principal amount described thereinmay be redesignated and reissued as part of any series of the preferred stock.

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

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

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

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

Redemption. (a) In After the event that the Seller pursuant to Section 7.10 expiration or earlier termination of the Sale Lock-Up Period, a Non-Corporation Member shall have the right (subject to the terms and Servicing Agreement purchases conditions set forth herein, including, for the corpus avoidance of doubt, Section 13.1(b) and Section 13.1(c)) to redeem all or a portion of the TrustCommon Units held by such Non-Corporation Member (any such Common Units with respect to which a Non-Corporation Member has exercised such right, “Tendered Units”) in exchange for the Notes are subject to redemption in whole, but not in part, Cash Amount payable on the Distribution Specified Redemption Date on which such repurchase occurs(in each case, for a purchase price equal to the outstanding principal, and accrued interest on the Notes“Redemption”); provided, however, that that, subject to any rights of the Issuer has available funds sufficient to pay such amounts. SellerCorporation or the ARYA Sponsor under the Investor Rights Agreement, the Servicer or Company may, in the Issuer shall furnish each Rating Agency notice Board of such redemption. If Managers’ sole discretion, redeem Tendered Units at the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice request of such election to the Indenture Trustee not later than 20 days a Non-Corporation Member prior to the end of the Lock-Up Period (such a Redemption, which shall, for the avoidance of doubt, constitute and be treated as a Redemption Date for all purposes hereof, a “Special Redemption”); provided, further, that the Board of Managers first receives an opinion of counsel for the Non-Corporation Member reasonably satisfactory to the Board of Managers to the effect that the proposed Special Redemption will not cause the Company or the Corporation to violate any federal or state securities Laws or regulations applicable to the Special Redemption or the issuance and sale of Class A Shares pursuant to a Corporation Unit Acquisition. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the Company and the Issuer shall deposit with Corporation by the Indenture Trustee in Non-Corporation Member (the Note Distribution Account “Tendering Party”) not less than ten (10) and not more than twenty (20) Business Days prior to the Specified Redemption Price Date; provided that, notwithstanding anything herein to the contrary, a Notice of Redemption may only be submitted up to two (2) times per quarter of the Notes Fiscal Year. The Company’s obligation to be redeemed whereupon all such Notes effect a Redemption shall be due subject to Section 13.1(b) and payable shall not be binding on the Company until the Business Day following the Cut-Off Date. On or prior to the Specified Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this IndentureDate, the proceeds of such sale Tendering Party shall be distributed as provided in Section 5.06. If amounts are execute and deliver to be paid the Company a customary redemption or other agreement to Noteholders pursuant to effect the applicable transactions contemplated by this Section 10.01(b13.1 in a form reasonably acceptable to the Board of Managers, which agreement shall include customary representations and warranties from the Tendering Party with respect to (i) good title to his, her or its Common Units, (ii) the absence of liens and encumbrances with respect to his, her or its Common Units, (iii) if an individual, his or her legal capacity or, if any other Person, its valid existence and good standing (if applicable), (iv) the Servicer or the Issuer shallauthority for, and, to the extent practicableit relates to such Tendering Party, furnish notice the validity and binding effect of (as against such Tendering Party) any agreement entered into by such Tendering Party in connection with the redemption or other transactions, (v) no litigation pending or, to the knowledge of such event party, threatened against or affecting such Tendering Party relating to his, her or its ownership of Common Units or that could otherwise reasonably be expected to materially delay or prevent such redemption or other transaction(s), (vi) such redemption or other transaction(s) not conflicting with such Tendering Party’s governing documents (if applicable), or any law, order or regulation applicable to such Tendering Party, or creating any lien or encumbrance on such Tendering Party’s Common Units and (vii) the fact that no broker’s commission is payable by the Company as a result of such Tendering Party’s conduct in connection with such redemption or other transaction(s). The Company and the Tendering Party shall consummate the Redemption on the Specified Redemption Date, upon which the Tendering Party will transfer to the Indenture Trustee not later than 20 days prior Company the Tendered Units (free and clear of all liens and encumbrances, except for restrictions on transfer arising under applicable federal or state securities Laws) and the Company shall deliver to the Redemption Date whereupon all such amounts shall be Tendering Party the applicable Cash Amount as a certified or bank check payable to the Tendering Party or, in the Board of Managers’ sole and absolute discretion, by wire transfer of funds to a bank account specified on the Notice of Redemption on or before the Specified Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

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

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

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

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

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

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

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

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

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

Redemption. (a) In The Preferred Shares shall not be redeemable except (i) upon a Bankruptcy Event, (ii) upon the occurrence of a Material Breach and (iii) upon the Corporation’s failure to make any payment of principal, interest, or other amount due and payable of any Indebtedness of the Corporation or its Subsidiaries after giving effect to any applicable cure period (each of the events described in clauses (i) through (iii) whether or not the Preferred Shares are redeemed, a “Redemption Event”). Subject to Section 5(d) below, in the event of a Redemption Event, the holders of Preferred Shares shall, in their sole discretion, be entitled to receive an amount equal to the Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of such redemption plus the Premium (the “Redemption Price”). The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Preferred Shares. Notice of any Redemption Event shall be given by the Corporation by mail, postage prepaid, and in a press release provided to the major wire services, not later than the first Business Day after the Corporation acquires knowledge of such event or circumstance, to each holder of record of Preferred Shares appearing on the stock books of the Corporation as of the date of such notice at the address of said holder shown therein (a “Redemption Event Notice”), which notice shall state that (1) all Preferred Shares tendered prior to the Seller deadline specified in clause (3) below will be accepted for payment on the Redemption Date; (2) the Redemption Price and the date of redemption, which shall be no sooner than 30 days and no later than 90 days from the date such notice is mailed (the “Redemption Date”); and (3) any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 7.10 5(a) shall be required to surrender its Preferred Shares, with a notice entitled “Option of Holder to Elect Redemption” in the Sale and Servicing Agreement purchases form attached as Annex A to this Certificate of Designations (the corpus “Redemption Notice”), to the Corporation prior to the close of the Trust, the Notes are subject to redemption in whole, but not in part, business on the Distribution Date on which such repurchase occurs, for a purchase price equal to fifth Business Day preceding the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemptionRedemption Date. If the Notes Corporation fails to provide a Redemption Event Notice within the time period specified in this Section 5(a), then any holder of Preferred Shares may deliver such notice to the Corporation and the other holders of Preferred Shares, in which event the Redemption Date shall occur on the 45th day after the date of such notice and any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender the Preferred Shares, with a Redemption Notice, to the Corporation prior to the close of business on the fifth Business Day preceding such Redemption Date. (b) In order to exercise the foregoing redemption right, a holder of Preferred Shares shall send a completed Redemption Notice to the Corporation stating the number of Preferred Shares such holder wishes to cause to be redeemed and the address to which payment of the Redemption Price shall be delivered. The holder of Preferred Shares shall include with the Redemption Notice the certificate or certificates representing the Preferred Shares to be redeemed duly endorsed or assigned to the Corporation or in blank. The Corporation shall pay the Redemption Price to such holder on the Redemption Date. If fewer than all the Preferred Shares represented by a certificate delivered to the Corporation pursuant to this Section 5(b) are to be redeemed pursuant to this Section 10.01(a)a Redemption Notice, upon such partial redemption the Servicer Corporation shall (or shall cause a transfer agent for the Issuer shall furnish notice of such election Preferred Shares to) also issue and deliver to the Indenture Trustee holder of Preferred Shares a new certificate representing the Preferred Shares not later than 20 days prior to so redeemed. Unless the Redemption Date and the Issuer shall deposit with the Indenture Trustee Corporation defaults in the Note Distribution Account payment of the Redemption Price of the Notes to be redeemed whereupon therefor, all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold Preferred Shares accepted for redemption pursuant to Section 5.03(b5(a) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are cease to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on accumulate dividends after the Redemption Date. (c) If Until the holders of the Preferred Shares who have delivered a Redemption Notice have been paid the amount specified in Section 5(a) in full, no payment will be made to any holder of Parity Shares or Junior Shares. (xd) Notwithstanding anything to the Pre-Funded Amount has not been reduced contrary herein, in the event that the Redemption Event giving rise to zero on the Distribution Date on foregoing redemption right under Section 5(a) is the occurrence of a Material Breach, such redemption right may be exercised solely by the holder(s) of Preferred Shares to which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end Materially Breached obligations of the Funding PeriodCorporation under the Exchange Agreement were owed. (e) In the event that the Redemption Event giving rise to the foregoing redemption right under Section 5(a) is a failure of the Corporation to make any payment of principal, interest, or (y) other amount due and payable of any Indebtedness of the Pre-Funded Amount has been reduced to $150,000 Corporation or less on any Distribution Date, in either case its Subsidiaries after giving effect to any reductions applicable cure period, such Redemption Event shall be deemed never to have occurred and any Redemption Notice delivered by a holder of Preferred Shares in respect thereof shall be deemed automatically rescinded if, subsequent to the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 expiration of the Sale cure period, (i) such failure to make payment is cured in full, (ii) all other obligations to pay principal, interest or other amounts due and Servicing Agreement, one or more classes payable of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) any Indebtedness of the Sale Corporation and Servicing Agreement, in a principal amount described thereinits Subsidiaries have been paid at such time and (iii) no Bankruptcy Event has occurred.

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

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

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

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

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

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

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

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

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

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

Redemption. (a) In AMPS shall be redeemable by the event that Trust as provided below: (i) To the Seller pursuant to Section 7.10 extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of the Sale and Servicing Agreement purchases the corpus of the TrustRedemption, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice Trust at its option may redeem shares of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice any series of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedAMPS, in whole or in part, out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no AMPS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or (B) a Non-Call Period to which such share is subject. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, AMPS to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount as described provided in Section 7.07(c11.7(a) or to satisfy the 1940 Act Preferred Shares Asset Coverage as provided in Section 11.6 and such failure is not cured on or before the Preferred Shares Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a "Cure Date"), as the case may be. The number of AMPS to be redeemed shall be equal to the lesser of (i) the minimum number of AMPS the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Cure Date, together with other preferred shares of beneficial interest of the Trust subject to redemption or retirement, would result in the Trust having Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount or satisfaction of the 1940 Act Preferred Shares Asset Coverage, as the case may be, on such Cure Date (provided that, if there is no such minimum number of AMPS and other preferred shares of beneficial interest of the Trust the redemption of which would have such result, all AMPS and other preferred shares of beneficial interest of the Trust then Outstanding shall be redeemed), and (ii) the maximum number of AMPS, together with all other preferred shares of beneficial interest of the Trust subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of AMPS required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount or satisfaction of the 1940 Act Preferred Shares Asset Coverage, as the case may be, pro rata among AMPS of all series and other preferred shares of beneficial interest of the Trust subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that AMPS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days remaining in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of AMPS and other preferred shares of beneficial interest of the Trust which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall 44 redeem those AMPS which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. (b) Notwithstanding any other provision of this Section 11.4, no AMPS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws unless (i) all dividends in arrears on all remaining outstanding Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment, and (ii) redemption thereof would not result in the Trust's failure to maintain Xxxxx'x Eligible Assets with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount. In the event that less than all the outstanding shares of a series of AMPS are to be redeemed and there is more than one Holder, the shares of that series of AMPS to be redeemed shall be selected by lot or such other method as the Trust shall deem fair and equitable. (c) Whenever AMPS are to be redeemed, the Trust, not less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice ("Notice of Redemption") by first-class mail, postage prepaid, to each Holder of AMPS to be redeemed and to the Auction Agent. The Notice of Redemption shall set forth (i) the redemption date, (ii) the amount of the redemption price, (iii) the aggregate number of AMPS of such series to be redeemed, (iv) the place or places where AMPS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on the shares to be redeemed shall cease to accumulate on such redemption date, and (vi) the provision of these Bylaws pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust's custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment (including any applicable premiums) for the AMPS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Sale Holders of such shares as shareholders of the Trust by reason of the ownership of such shares will cease and Servicing Agreementterminate (except their right to receive the redemption price in respect thereof, in a principal but without interest), and such shares shall no longer be deemed Outstanding. The Trust shall be entitled to receive, from time to time, from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Holder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount described thereinremaining on deposit and the Auction Agent shall thereupon be relieved of all responsibility to the Holder of such shares called for redemption and such Holder thereafter shall look only to the Trust for the redemption payment.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 The Affiliated Holder may, at its option, effect an early redemption of the Sale and Servicing Agreement purchases the corpus of the Trust, the Notes are subject to redemption in whole, but not in part, on the or after any Distribution Date on which such repurchase occurs, for a purchase price equal the Pool Principal Balance declines to 15% or less of the Pool Principal Balance of the Initial Home Loans and Subsequent Home Loans conveyed to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay Trust as of their respective Cut-Off Dates. The Affiliated Holder shall effect such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to early redemption by directing the Indenture Trustee to sell all of the Home Loans to a person that is not later an Affiliate of the Affiliated Holder, the Seller, or the Servicer at a price not less than 20 days the Redemption Price. In addition, the Affiliated Holder may, at its option, effect an early redemption of the Notes on or after any Distribution Date on which the Pool Principal Balance declines to 10% or less of the Pool Principal Balance of the Initial Home Loans and Subsequent Home Loan conveyed to the Trust as of their respective Cut-Off Dates. In connection with any such optional termination, to the extent In addition, subject to Section 11.19, on any date on or after which (i) 17.5% or more (based on Net Loan Losses) of the Home Loans have become Defaulted Home Loans on a cumulative basis and (ii) the Overcollateralization Amount has been reduced to zero or an amount less than zero, then the Securities Insurer may, at its option, effect an early retirement of the Securities and termination of this Agreement. Any such redemption by the Affiliated Holder or the Securities Insurer, as applicable, shall be accomplished by the Affiliated Holder or the Securities Insurer, as applicable, depositing or causing to be deposited into the Collection Account by 10:00 A.M. New York City time on the third Business Day prior to the Redemption Date and the Issuer shall deposit with amount of the Indenture Trustee in Redemption Price. On the Note Distribution Account same day that the Redemption Price of is deposited into the Notes to be redeemed whereupon all such Notes shall be due and payable on Collection Account, the Redemption Date upon Price and any amounts then on deposit in the furnishing of a notice complying with Section 10.02 Collection Account (other than any amounts not required to each Holder of the Notes. (b) In the event that the assets of the Trust are sold have been deposited therein pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.01(b)(1) of the Sale and Servicing Agreement) shall be transferred to the Note Distribution Account for distribution to the Noteholders on the Redemption Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to such transfer shall belong to the Servicer or the Securities Insurer, as applicable. For purposes of calculating the Required Distribution Amount for the Redemption Date, amounts transferred to the Note Distribution Account pursuant to the immediately preceding sentence on the Determination Date immediately preceding such final Distribution Date shall in a principal amount described thereinall cases be deemed to have been received during the related Due Period, and such transfer shall be made pursuant to Section 5.01(c) of the Sale and Servicing Agreement.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Class A Notes are subject to redemption in whole, but not in part, at the direction of the Seller or the Servicer pursuant to Section 10.01(a) of the Sale and Servicing Agreement, on the any Distribution Date on which such repurchase occurs, the Servicer or the Seller exercises its option to redeem the Trust Property pursuant to Section 10.01(a) of the Sale and Servicing Agreement for a purchase redemption price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Indenture Trustee on behalf of the Issuer has available received funds sufficient to pay such amountsthe Redemption Price. Seller, the Servicer or the The Issuer shall furnish each the Class A Insurer, the Backup Insurer and the Rating Agency Agencies notice of such redemption. If the Class A Notes are to be redeemed pursuant to this Section 10.01(a)Section, the Servicer or the Issuer shall furnish notice of such election to the Class A Insurer, the Backup Insurer, the Trust Collateral Agent and the Indenture Trustee not later than 20 45 days prior to the Redemption Date and promptly upon giving such notice, the Issuer shall deposit or cause to be deposited with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Class A Notes to be redeemed whereupon all such Class A Notes shall be due and payable on the Redemption Date Date, together with other amounts due and owing at such time under the Basic Documents, upon the furnishing of a notice complying with Section 10.02 10.2 to each Holder of Notes, the NotesClass A Insurer and the Backup Insurer. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b[Reserved] (c) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Class A Noteholders pursuant to this Section 10.01(b10.01(a), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee Trustee, the Class A Insurer and the Backup Insurer not later than 20 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the TrustExcept as forth below, the Notes are subject will not be redeemable at the option of the Company prior to redemption in whole[ , but not in part, on the Distribution Date on which [ ]]. On and after such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Sellerdate, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedredeemable, at the Company’s option, in whole or in part, at any time upon not less than 30 days’ nor more than 60 days’ prior notice, except that a redemption notice may be made more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest and Special Interest, if any, thereon, if any, to, but not including, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date) if redeemed during the twelve-month period commencing on of the years indicated below: [ ] [ ]% [ ] [ ]% [ ] and thereafter [ ]% Notes will also be redeemable, in whole or in part, at the option of the Company at any time or from time to time, prior to [ , [ ]] at a price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium and accrued and unpaid interest and Special Interest, if any, to, but not including, the Redemption Date, subject to the rights of the Holders of the Notes on the relevant record date to receive interest and Special Interest, if any, due on the relevant interest payment date. The notice of redemption with respect to the foregoing redemption need not set forth the Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee of the Applicable Premium with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. In addition, at any time and from time to time prior to [ , [ ]] the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company at a redemption price (expressed as described in Section 7.07(ca percentage of principal amount) of [ ]% of the Sale and Servicing Agreement, in a principal amount described thereinplus accrued and unpaid interest and Special Interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that (1) at least 65% of the aggregate principal amount of the Notes, including any Additional Notes, remains outstanding after each such redemption and (2) each such redemption occurs within 180 days of the date of closing of such Equity Offering. Notice of any redemption upon an Equity Offering may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of the related Equity Offering. If the optional Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis. No Notes of $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the Redemption Date. On and after the Redemption Date, interest and Special Interest, if any, will cease to accrue on Notes or portions thereof called for redemption unless the Company defaults in making the payments of funds for such redemption.

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

Redemption. (ai) In the event that on the Seller pursuant Special Determination Date the Subsequent Pool Pre-Funded Amount, after giving effect to Section 7.10 the purchase of the Sale and Servicing Agreement purchases the corpus any Subsequent Pool Student Loans on such date is greater than $10,000,000, each class of the Trust, the Notes are subject to redemption in whole, but not will be redeemed in part, on a pro rata basis, in an aggregate principal amount equal to the Noteholders' Percentage of such Subsequent Pool Pre-Funded Amount on the following Distribution Date. In the event that on the Special Determination Date the Subsequent Pool Pre-Funded Amount, after giving effect to the purchase of any Subsequent Pool Student Loans on such date is greater than zero but less than or equal to $10,000,000, the Class A-1 Notes will be redeemed in an amount equal to such Subsequent Pool Pre-Funded Amount. (ii) In the event that on the Distribution Date on which the Funding Period ends (or on the Distribution Date immediately following the last day of the Funding Period, if the Funding Period does not end on a Distribution Date) any amount remains on deposit in the Pre-Funding Account after giving effect to the making of all Additional Fundings during the Funding Period, including any such repurchase occursAdditional Fundings on such Redemption Date, for the Class A-1 Notes will be redeemed until the principal amount thereof is reduced to zero, and then the Class A-2 Notes will be redeemed in part to the extent of any remaining funds, in each case on a purchase price pro rata basis, in an aggregate principal amount equal to the outstanding principal, and accrued interest amount then on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the NotesPre-Funding Account. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.02 of this Indenturethe Trust Agreement, that portion of the proceeds amounts on deposit in the Trust Accounts to be distributed to the holders of such sale the Notes shall be distributed as paid to the holders of the Notes up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and any accrued Noteholders' Interest Index Carryover with respect thereto (but only to the extent provided in Section 5.06by Sections 2.07(d) and 8.02(c)). If amounts are to be paid to Noteholders holders of the Notes pursuant to this Section 10.01(b), the Servicer Servicers, the Administrator or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The A-3 Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on the Distribution any Payment Date on which such repurchase occursthe Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the outstanding principal, and accrued interest on the NotesRedemption Price; provided, however, that the Issuer has available funds sufficient to pay such amountsthe Redemption Price. Seller, the The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of such redemption. If the such Indenture Notes are to be redeemed pursuant to this Section 10.01(a10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 25 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Indenture Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notesredeemed. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) 9.2 of this Indenturethe Trust Agreement, all amounts on deposit in the proceeds of such sale Note Distribution Account shall be distributed as provided in Section 5.06paid to the Indenture Noteholders up to the Outstanding Amount and all accrued and unpaid interest thereon. If amounts are to be paid to Indenture Noteholders pursuant to this Section 10.01(b10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Payment Date on which the Funding Period ends (or, if the funding Funding Period does not end on a Distribution Payment Date, on the first Distribution Payment Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date), in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Payment Date or Determination Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.7(a) of the Sale and Servicing Agreement, the Indenture Notes will be redeemed in part as described in Section 8.2(c)(ii) in a principal amount described therein. If the aggregate principal amount of Indenture Notes, if any, to be redeemed pursuant to this clause exceeds $100,000, the Indenture Trustee shall distribute to the Indenture Noteholders of each Class the Indenture Noteholders' Prepayment Premium for that Class; provided, however, that, notwithstanding anything to the contrary contained in Section 8.2(c)(iii) or elsewhere in this Indenture or the Indenture Notes, the Issuer's obligation to pay the Indenture Noteholders' Prepayment Premium shall be limited solely to funds that are deposited by the Seller in the Note Distribution Account pursuant to Section 2.2(c) and the last sentence of Section 5.7(b) of the Sale and Servicing Agreement as liquidated damages for the failure of the Seller to deliver Subsequent Receivables, and no other assets of the Issuer will be available to pay the Indenture Noteholders' Prepayment Premium under any circumstances.

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

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

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Series B Senior Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedredeemable, in whole or in part, as described in Section 7.07(c) at any time, and at the option of the Sale Company, at a Redemption Price (“Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of Series B Senior Notes then Outstanding to be so redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and Servicing Agreementinterest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points, as calculated by an Independent Investment Banker, plus, in a principal amount described thereineither of the above cases, accrued and unpaid interest thereon to the Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. Notwithstanding Section 1104 of the Original Indenture, (x) notice of redemption under this Section 106 shall with respect to the Series B Senior Notes be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Series B Senior Notes to be redeemed, at his address appearing in the Security Register, and (y) the notice of such redemption need not set forth the Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Seller pursuant provisions of this Section 2.03 and to Section 7.10 of the Sale extent permitted under the 1940 Act and Servicing Agreement purchases the corpus of the TrustMaryland law, the Issuer may, at its option, redeem in whole or in part out of funds legally available therefor a series of Kayne Notes are subject to redemption in whole, but not in partherein designated as (A) having a Rate Period of one year or less, on the Distribution Date on which Business Day after the last day of such repurchase occursRate Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to the date fixed for such redemption, for at a purchase redemption price equal to the outstanding principalaggregate principal amount, plus an amount equal to accrued but unpaid interest thereon (whether or not earned) to the date fixed for redemption (“Redemption Price”), or (B) having a Rate Period of more than one year, on any Business Day prior to the end of the relevant Rate Period by delivering a notice of redemption not less than 15 days and accrued interest on not more than 40 days prior to the Notesdate fixed for such redemption, at the Redemption Price, plus a redemption premium, if any, determined by the Board of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the designation of such Rate Period as set forth in Section 2.04 hereof; provided, however, that during a Rate Period of more than one year no series of Kayne Notes will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved by the Board of Directors after consultation with the Broker-Dealers at the time of the designation of such Rate Period. Notwithstanding the foregoing, the Issuer shall not give a notice of or effect any redemption pursuant to this Section 2.03(a)(i) unless, on the date on which the Issuer intends to give such notice and on the date of redemption (a) the Issuer has available certain Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to Holders of a series of Kayne Notes by reason of the redemption of such Kayne Notes on such date fixed for the redemption and (b) the Issuer would have Eligible Assets with an aggregate Discounted Value at least equal the Kayne Notes Basic Maintenance Amount immediately subsequent to such redemption, if such redemption were to occur on such date, it being understood that the provisions of paragraph (d) of this Section 2.03 shall be applicable in such circumstances in the event the Issuer makes the deposit and takes the other action required thereby. (ii) If the Issuer fails to maintain, as of any Valuation Date, Eligible Assets with an aggregate Discounted Value at least equal to the Kayne Notes Basic Maintenance Amount or, as of the last Business Day of any month, the 1940 Act Kayne Notes Asset Coverage, and such failure is not cured within ten Business Days following such Valuation Date in the case of a failure to maintain the Kayne Notes Basic Maintenance Amount or on the last Business Day of the following month in the case of a failure to maintain the 1940 Act Kayne Notes Asset Coverage as of such last Business Day (each an “Asset Coverage Cure Date”), the Kayne Notes will be subject to mandatory redemption out of funds legally available therefor. The aggregate principal amount of Kayne Notes to be redeemed in such circumstances will be equal to the lesser of (A) the minimum principal amount of Kayne Notes the redemption of which, if deemed to have occurred immediately prior to the opening of business on the relevant Asset Coverage Cure Date, would result in the Issuer having Eligible Assets with an aggregate Discounted Value at least equal to the Kayne Notes Basic Maintenance Amount, or sufficient to satisfy 1940 Act Kayne Notes Asset Coverage, as the case may be, in either case as of the relevant Asset Coverage Cure Date (provided that, if there is no such minimum principal amount of Kayne Notes the redemption of which would have such result, all Kayne Notes then Outstanding will be redeemed), and (B) the maximum principal amount of Kayne Notes that can be redeemed out of funds expected to be available therefor on the Mandatory Redemption Date at the Mandatory Redemption Price set forth in subparagraph (a)(iii) of this Section 2.03. (iii) In determining the Kayne Notes required to be redeemed in accordance with the foregoing Section 2.03(a)(ii), the Issuer shall allocate the aggregate principal amount of Kayne Notes required to be redeemed to satisfy the Kayne Notes Basic Maintenance Amount or the 1940 Act Kayne Notes Asset Coverage, as the case may be, pro rata among the Holders of Kayne Notes in proportion to the aggregate principal amount of Kayne Notes they hold, by lot or by such other method as the Issuer shall deem equitable, subject to the further provisions of this subparagraph (iii). The Issuer shall effect any required mandatory redemption pursuant to subparagraph (a)(ii) of this Section 2.03 no later than 40 days after the Asset Coverage Cure Date (the “Mandatory Redemption Date”), except that if the Issuer does not have funds legally available for the redemption of, or is not otherwise legally permitted to redeem, the aggregate principal amount of Kayne Notes which would be required to be redeemed by the Issuer under clause (A) of subparagraph (a)(ii) of this Section 2.03 if sufficient funds were available, or the Issuer otherwise is unable to effect such redemption on or prior to such Mandatory Redemption Date, the Issuer shall redeem those Kayne Notes, and other Notes, on the earliest practicable date on which the Issuer will have such funds available, upon notice pursuant to Section 2.03(b) to record owners of the Kayne Notes to be redeemed and the Paying Agent. The Issuer will deposit with the Paying Agent funds sufficient to pay such amounts. Sellerredeem the specified aggregate principal amount of Kayne Notes with respect to a redemption required under subparagraph (a)(ii) of this Section 2.03, by 1:00 p.m., New York City time (10:00 a.m. City of Los Angeles time), of the Servicer or Business Day immediately preceding the Issuer shall furnish each Rating Agency notice of such redemptionMandatory Redemption Date. If fewer than all of the Outstanding Kayne Notes are to be redeemed pursuant to this Section 10.01(a2.03(a)(iii), the Servicer or the Issuer shall furnish notice aggregate principal amount of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Kayne Notes to be redeemed whereupon all such Notes shall be due and payable on redeemed pro rata from the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds Holders of such sale shall be distributed Kayne Notes in proportion to the aggregate principal amount of such Kayne Note held by such Holders, by lot or by such other method as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described therein.

Redemption. (a) In Prior to October 1, 2043, the event that Securities are redeemable, at the Seller pursuant to Section 7.10 option of the Sale and Servicing Agreement purchases the corpus of the TrustPartnership, the Notes are subject to redemption at any time in whole, but not or from time to time in part, on the Distribution Date on which such repurchase occurs, for at a purchase redemption price equal to the outstanding principal, greater of: (i) 100% of the principal amount of the Securities to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are Securities to be redeemed pursuant to this Section 10.01(a)that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus, in either case, accrued and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indentureunpaid interest to, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)but excluding, the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) . At any time on or after October 1, 2043, the Pre-Funded Amount has not been reduced to zero on Securities are redeemable, at the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end option of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemedPartnership, in whole or in part, as described in Section 7.07(c) at a redemption price equal to 100% of the Sale and Servicing Agreement, in a principal amount described thereinof the Securities to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. Notices of redemption shall be sent at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Securities are to be redeemed. Unless the Partnership defaults in payment of the redemption price, on and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. The Partnership shall deliver to the Trustee an Officers’ Certificate with respect to the actual redemption price of the Securities in connection with a redemption thereof. Except as set forth above, the Securities will not be redeemable prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund.

Redemption. (a) In Prior to 90 days before their Stated Maturity, upon not less than 30 nor more than 60 days’ notice, the event that Company may redeem the Seller pursuant 4.750% Securities in whole or in part at any time at a Redemption Price equal to Section 7.10 100% of the Sale principal amount thereof plus the Make-Whole Premium, together with accrued and Servicing Agreement purchases the corpus of the Trustunpaid interest thereon, the Notes are subject to redemption in wholeif any, to, but not in partincluding, the applicable Redemption Date (subject to the right of Holders of record on the Distribution relevant Record Date to receive interest due on which such repurchase occurs, for a purchase price equal an Interest Payment Date that is on or prior to the outstanding principal, and accrued interest on applicable Redemption Date). Notice of a redemption of the Notes4.750% Securities made pursuant to this paragraph 5 shall be given in the manner set forth in Section 3.3 of the Indenture; provided, provided however, that any such notice need not set forth the Issuer has available funds sufficient to pay such amountsRedemption Price but need only set forth the calculation thereof as described in the immediately preceding sentence of this paragraph 5. SellerThe Redemption Price, calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election Company to the Indenture Trustee not no later than 20 days one Business Day prior to the Redemption Date and Date. Notwithstanding the Issuer shall deposit with foregoing, within the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable period beginning on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 after 90 days prior to their Stated Maturity, upon not less than 30 nor more than 60 days’ notice, the Redemption Date whereupon all such amounts shall be payable on Company may redeem the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, 4.750% Securities in whole or in part, as described in Section 7.07(c) at a Redemption Price equal to 100% of the Sale principal amount thereof, together with accrued and Servicing Agreementunpaid interest thereon, if any, to, but not including, the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable Redemption Date). The Company is not prohibited from acquiring the 4.750% Securities by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. The 4.750% Securities will not have the benefit of a principal amount described thereinsinking fund.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 of the Sale and Servicing Agreement purchases the corpus of the Trust, the The Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole, but not in part, whole on any Payment Date from the Distribution Payment Date on immediately before which such repurchase occurs, for a purchase price the aggregate Note Principal Balance of both Classes of Notes is less than or equal to 10% of the outstanding principal, and accrued interest on the aggregate Original Note Principal Balance of both Classes of Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are Issuer does not exercise this option to redeem the Notes, the Credit Enhancer, with the consent of the Issuer (which consent may not be redeemed pursuant to this Section 10.01(aunreasonably withheld), the Servicer or may require the Issuer shall furnish notice to redeem both Classes of such election to Notes if the Indenture Trustee not later than 20 days prior to Credit Enhancer provides the Redemption Date and the Issuer shall deposit with the Indenture Trustee in the Note Distribution Account the Redemption Price funds required by Section 10.01(b). The redemption price for each Class of the Notes to be redeemed whereupon all such Notes shall be due and payable the Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date plus interest accrued on the Redemption Date upon aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the furnishing of a notice complying with Section 10.02 to each Holder extent legally permissible. No premium or penalty will be payable by the Issuer in any redemption of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer The Issuer or the Issuer shallCredit Enhancer, to the extent practicableas applicable, furnish notice of such event to shall notify the Indenture Trustee of its election to redeem the Notes not later than 20 days prior the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Notes will only be made on presentation and surrender of the Notes at the office or agency of the Indenture Trustee specified in the redemption notice. By the redemption date, the Issuer or the Credit Enhancer, as applicable, shall deposit in the Payment Account in immediately available funds an amount that, when added to the Redemption Date funds on deposit in the Payment Account that are payable to the Noteholders, equals the redemption price for each Class of Notes, whereupon all such amounts the Notes called for redemption shall be payable on the Redemption Dateredemption date. (c) If On presentation and surrender of the Notes, the Indenture Trustee shall pay to the Holders of Notes on the redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the Pre-Funded Amount has not been reduced to zero amount available for distribution on the Distribution Date on which the Funding Period ends (orredemption date, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end net of the Funding Period) or amount needed to pay the redemption price and (y) the Pre-Funded Amount has been reduced unpaid amounts due to $150,000 or less the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any Distribution Dateother sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by the redemption date, in either case after giving effect to any reductions the Indenture Trustee shall hold in the Pre-Funded Amount on such Distribution Date Payment Account, for the benefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders. (d) Any election to redeem Notes pursuant to Section 7.07 10.01(a) shall be evidenced by an Issuer Order. The Issuer Order shall specify the items required in the notice of redemption to be mailed to Noteholders. The Issuer shall notify each Rating Agency of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c) of the Sale and Servicing Agreement, in a principal amount described thereinredemption.

Redemption. (a) In the event that the Seller pursuant to Section 7.10 The Affiliated Holder may, at its option, effect an early redemption of the Sale Notes on or after any Distribution Date on which the Pool Principal Balance declines to [15%] or less of the Pool Principal Balance of the Initial Mortgage Loans and Servicing Agreement purchases Subsequent Mortgage Loans conveyed to the corpus Trust as of their respective Cut-Off Dates. The Affiliated Holder shall effect such early redemption by directing the Indenture Trustee to sell all of the Mortgage Loans to a person that is not an Affiliate of the Affiliated Holder, the Seller, or the Servicer at a price not less than the Redemption Price. In addition, the Affiliated Holder may, at its option, effect an early redemption of the Notes on or after any Distribution Date on which the Pool Principal Balance declines to [10%] or less of the Pool Principal Balance of the Initial Mortgage Loans and Subsequent Mortgage Loan conveyed to the Trust as of their respective Cut-Off Dates. In connection with any such optional termination, to the extent that sufficient proceeds are not available from the sale of the Mortgage Loans or the termination of the Trust, the Notes are Affiliated Holder will pay the outstanding fees and expenses, if any, of the Indenture Trustee, the Issuer, the Securities Insurer, and the Servicer. In addition, subject to redemption in whole, but not in partSection 11.19, on any date on or after which (i) [17.5%] or more (based on Net Loan Losses) of the Distribution Date Mortgage Loans have become Defaulted Mortgage Loans on which a cumulative basis and (ii) the Overcollateralization Amount has been reduced to zero or an amount less than zero, then the Securities Insurer may, at its option, effect an early retirement of the Securities and termination of this Agreement. Any such repurchase occursredemption by the Affiliated Holder or the Securities Insurer, for a purchase price equal as applicable, shall be accomplished by the Affiliated Holder or the Securities Insurer, as applicable, depositing or causing to be deposited into the outstanding principal, and accrued interest Collection Account by 10:00 A.M. New York City time on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 20 days third Business Day prior to the Redemption Date and the Issuer shall deposit with amount of the Indenture Trustee in Redemption Price. On the Note Distribution Account same day that the Redemption Price of is deposited into the Notes to be redeemed whereupon all such Notes shall be due and payable on Collection Account, the Redemption Date upon Price and any amounts then on deposit in the furnishing of a notice complying with Section 10.02 Collection Account (other than any amounts not required to each Holder of the Notes. (b) In the event that the assets of the Trust are sold have been deposited therein pursuant to Section 5.03(b) of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If (x) the Pre-Funded Amount has not been reduced to zero on the Distribution Date on which the Funding Period ends (or, if the funding Period does not end on a Distribution Date, on the first Distribution Date following the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to $150,000 or less on any Distribution Date, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes then outstanding will be redeemed, in whole or in part, as described in Section 7.07(c5.01(b)(1) of the Sale and Servicing Agreement) shall be transferred to the Note Distribution Account for distribution to the Noteholders on the Redemption Date; and any amounts received with respect to the Mortgage Loans and Foreclosure Properties subsequent to such transfer shall belong to the Servicer or the Securities Insurer, as applicable. For purposes of calculating the Required Distribution Amount for the Redemption Date, amounts transferred to the Note Distribution Account pursuant to the immediately preceding sentence on the Determination Date immediately preceding such final Distribution Date shall in a principal amount described thereinall cases be deemed to have been received during the related Due Period, and such transfer shall be made pursuant to Section 5.01(c) of the Sale and Servicing Agreement.