Common use of Redemption Clause in Contracts

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. 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 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 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 Date Amount 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 Article Five 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 twenty (20) 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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 35 days prior to the Redemption Date and the Issuer Servicer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 If, on the event that Mandatory Redemption Date, the assets Pre-Funded Amount is greater than zero after giving effect to the purchase of all Subsequent Receivables during the Funding Period, including any such purchase on the last day of the Trust are sold Funding Period, the Notes will be redeemed in part pursuant to Article Five Section 5.8(a)(ii) of this Indenture, the proceeds of such sale shall be distributed as provided Sale and Servicing Agreement 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, an amount equal to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateNote Prepayment Amount.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. 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 twenty (20) 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 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 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty ten (2010) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section 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(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 twenty ten (2010) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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)Section, the Servicer or the Issuer shall furnish notice of such election to the Trust Collateral Agent and the Indenture Trustee not later than twenty (20) days prior to the Redemption Date and Date. On or prior to the Business Day preceding the Redemption Date, the Issuer shall prior designate amounts on deposit in the Collection Account and/or shall deposit or cause to the Redemption Date deposit be deposited with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Class C Notes are being redeemed, if the Servicer is the holder of the Class C Notes and if the Servicer delivers the Class C Notes as part of the 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 such portion of the Redemption Price representing the unpaid Class C Note Balance shall be deemed to have been paid in full to the Servicer as holder of the Class C Notes. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occurs, for a 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. 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 twenty (20) 20 days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 a.m. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Payment Account the Redemption Date Amount 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 on or prior to the assets of Payment Date on which the Trust are sold pursuant to Article Five of this IndenturePre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, 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), immediately succeeding Payment Date) the Servicer or Remaining Pre-Funded Amount has been withdrawn from the Issuer shall, Pre-Funding Account and deposited to the extent practicable, furnish notice of such event to Collection Account by the Indenture Trustee not later than twenty (20at the direction of the Servicer pursuant to Section 4.11(b) days prior to of the Redemption Date whereupon all such amounts Sale and Servicing Agreement, the Remaining Pre-Funded Amount shall be payable on treated as a part of the Redemption Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 Seller or Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 25 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 Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 Date Amount 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 Article Five 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 twenty (20) 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 8.02(c) in a principal amount described therein.

Redemption. (a) In 4.1 The Company may, subject to the event that the Servicer purchases conditions set forth herein, redeem some or all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but Warrants then outstanding upon not in part, on the Distribution Date on which such purchase occurs, for a purchase price equal less than thirty (30) days nor more than sixty (60) days prior written notice to the outstanding principalWarrant Holders at any time, and accrued interest on provided: (i) this Warrant has been issued by the NotesCompany; provided, however, that (ii) the Issuer has available funds sufficient to pay such amounts. The Servicer or closing bid price of the Issuer shall furnish Company's Common Stock for 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 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 time of mailing is the “Effective Date of the 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 shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which 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 Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date deposit Date, such exercise being effective if done in accordance with Section 1 hereof, and if the Indenture Trustee in Warrant Certificate, with form of election to purchase duly executed and the Note Distribution Account the Redemption Date Amount Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be redeemed whereupon all such Notes shall be due and payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time 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 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 twenty (20) days business day immediately prior to the Redemption Date. 4.2 If any Warrant Holder does not 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 or before the Effective Date whereupon 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 amounts Warrant Holders, then, on and after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be payable on deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption DatePrice for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption of the Warrant subject to redemption held by him.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase 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. 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 twenty (20) 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 Date Amount 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 Article Five 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 twenty (20) 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 Servicer purchases all outstanding Contracts The Class A-4 Notes and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. The Servicer or the Issuer 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 twenty (20) 25 days prior to the Redemption Date and the Issuer Owner Trustee shall prior to the Redemption Date deposit with the Indenture Trustee in into the Note Distribution Account Account, before the Redemption Date Amount 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 Article Five 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 twenty (20) days prior to shall provide each of the Redemption Date whereupon Rating Agencies with written notice stating that all of such amounts shall be payable on the Redemption DateNotes have been redeemed.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty (20) 35 days prior to the Redemption Date and the Issuer shall deposit with the Trustee in the Note Payment Account, the Redemption Price of the Notes five Business Days prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption 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 Notes10.2. (b) In the event that the assets of the Trust are sold pursuant to Article Five Section 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 twenty (20) 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In Subject to the event that legal availability of funds, any contractual restrictions then binding on the Servicer purchases all outstanding Contracts Corporation (including restrictions under Debt Agreements) and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreementapplicable state law, the Notes are subject to redemption Corporation may redeem at its option, at any time, the Exchangeable Preferred Stock, in whole, but not whole or in part, on the Distribution Date on which such purchase occurs, for at a purchase redemption price equal of $10 per share together with all accrued and unpaid dividends (whether or not earned or declared) thereon to the outstanding principaldate fixed for redemption, and accrued interest on without interest. As of June 30, 2020 the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee redemption price set forth in the Note Distribution Account the Redemption 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 Notesforegoing sentence was $141,121,484. (b) In Subject to the event that legal availability of funds, any contractual restrictions then binding on the assets Corporation (including restrictions under Debt Agreements) and applicable state law, commencing on the first Dividend Payment Date after the sixteenth anniversary of the Trust are sold Effective Date and on the first Dividend Payment Date after each anniversary of the Effective Date thereafter (each date separately referred to as 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 Article Five paragraph 6 of this IndentureSection 5.4 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 proceeds Corporation may not redeem shares of such sale shall be distributed as provided in Exchangeable Preferred Stock pursuant to paragraph 4(a) of this Section 5.06. If amounts are 5.4 unless the shares to be paid redeemed are selected pro rata (with rounding to Noteholders 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 10.01(b5.4 (the “Mandatory Redemption Obligation”), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Mandatory Redemption Date whereupon all such amounts Obligation shall be payable on discharged as soon as the Corporation is able to discharge such Mandatory Redemption DateObligation.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant Subject to Section 7.10 6.4 hereof, not less than all of the Sale outstanding Warrants may be redeemed, at the option of the Company, at any time after they become exercisable and Servicing Agreementprior 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 purchase 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. The Servicer or greater than the Issuer shall furnish Floor Price, on each Rating Agency of twenty (20) trading days within any thirty (30) trading day period ending on the third business day prior to the 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 twenty quotient obtained by dividing (20x) days prior to the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price of the Warrants and the Redemption Date and Fair Market Value by (y) the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption 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 Notesredemption fair market value. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Depositor exercises its option to purchase occurs, for a 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. 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 twenty (20) 25 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 Account, on or before the Redemption Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty ten (2010) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section 9.1(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 twenty ten (2010) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The Debtor, at its option, at any time may redeem one or more of the event that Outstanding Notes in whole or in part. If the Servicer purchases Debtor elects to redeem all outstanding Contracts or part of any Note, it shall notify the Trustee in writing of the redemption date and the related Contract Assets 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 notice to the 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 Agreement2.05, 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 purchase 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. The Servicer the Redemption Price of all Notes or the Issuer shall furnish each Rating Agency notice portion of such redemption. If the Notes are to be redeemed pursuant on that date other than Notes or portions of Notes called for redemption which prior thereto have been delivered by the Debtor to this Section 10.01(athe Trustee for cancellation, and on or after the redemption date (unless the Debtor shall default in the payment of the Notes at the Redemption Price), the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 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 Date Amount to be redeemed whereupon all such Notes shall be due and payable 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 Article Five 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 as the Redemption Price. (g) Upon partial redemption of a Note, the Trustee shall make the appropriate entries on the Note Register to evidence such partial redemption and a new authorized denomination equal in principal amount to the unredeemed portion of the Note. (h) Pursuant to this Section 10.01(b)Note Agreement, any amounts held under this Note Agreement which are available to redeem Notes may instead be used by the Servicer or Trustee at the Issuer shall, direction of the Debtor to purchase Outstanding Notes at the same times and subject to the extent practicable, furnish notice of such event same conditions (except as to price) as apply to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts redemption of Notes. Any Notes purchased shall be payable on retired by the Redemption DateTrustee and shall no longer be deemed Outstanding hereunder.

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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 closing sales price of the Sale and Servicing Agreement, Common Stock equals or exceeds $5.00 per share (which amount shall adjust after the Notes are subject to redemption Issuance Date in whole, but not the same manner as the Exercise Price in partaccordance with Section 4 hereof), on the Distribution Date on which such 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. 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 twenty (20) trading days within any thirty (30) trading day period ending on the third (3rd) trading day 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 Date Amount to be redeemed whereupon all such Notes shall be due and payable date on the Redemption Date upon the furnishing which notice 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 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, 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 twenty thirty (2030) 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, the Holder shall have no further rights under this Warrant except to receive, upon surrender of this Warrant, the Redemption Price. For the avoidance of doubt, in 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 Excess Unregistered Warrant Shares.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 25 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 Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occurs, for a 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. 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Payment Account the Redemption Date Amount 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 on or prior to the assets of Payment Date on which the Trust are sold pursuant to Article Five of this IndenturePre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, 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), immediately succeeding Payment Date) the Servicer or Remaining Pre-Funded Amount has been withdrawn from the Issuer shall, Pre-Funding Account and deposited to the extent practicable, furnish notice of such event to Collection Account by the Indenture Trustee not later than twenty (20at the direction of the Servicer pursuant to Section 4.11(b) days prior to of the Redemption Date whereupon all such amounts Sale and Servicing Agreement, the Remaining Pre-Funded Amount shall be payable on treated as a part of the Redemption Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occurs, 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. 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 twenty (20) 20 days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 20 days prior to the Redemption Date Date, and the Issuer shall prior to deposit by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The 2009 Preference Stock shall, subject to the event that provisions of the Servicer purchases all outstanding Contracts Companies Acts 1963 to 2006 (in so far as they apply to the Bank) and the related Contract Assets pursuant to Section 7.10 consent of the Sale and Servicing AgreementFinancial Regulator, the Notes are subject to redemption be redeemable in whole, but not whole or in part, on at any time, at the Distribution Date on which 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 purchase occurstime), for a purchase price or its equivalent, at least equal to the outstanding principal, and accrued interest amount proposed to be paid on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. 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 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 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 redemption of the Notes2009 Preference Stock utilising such profits and/or proceeds, as the case may be. (b) In The Bank shall be required to redeem all of the 2009 Preference Stock in accordance with paragraph (5)(a) of this Bye-Law in the event that the assets 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 Trust are sold pursuant 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 Article Five be redeemed up to the date of this Indentureredemption or, at the option of the Bank in accordance with these Bye-Laws, the proceeds Bank shall issue the 2009 Bonus Stock in respect of such sale 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 distributed as provided 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 not more than 60 days’ notice in Section 5.06writing of the date on which such redemption is to be effected. If amounts 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 paid presented for redemption and upon such date each of such holders shall deliver to Noteholders 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 Section 10.01(bBye-Law) consolidate and divide and/or sub-divide the authorised stock capital existing as a 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 (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 Servicer Directors may redeem the 2009 Preference Stock in circumstances including, but not limited to, where the Bank or a subsidiary of the Issuer shallBank, as applicable, does not redeem (or offer to redeem): (i) some or all of the extent practicable, furnish notice 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 event 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 the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable participate in a redemption on the Redemption Datesame terms or on the same basis as that made or effected in respect of any particular units of 2009 Preference Stock.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts The Class A-4 Notes and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. The Servicer or 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 twenty (20) 25 days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in into the Note Distribution Account Account, before the Redemption Date Amount 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 Article Five 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 twenty (20) days prior to shall provide each of the Redemption Date whereupon Rating Agencies with written notice stating that all of such amounts shall be payable on the Redemption DateNotes have been redeemed.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts The Class A Notes and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty forty (2040) days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 a.m. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Collection Account the Redemption Date Amount 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 Article Five Section 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 twenty forty (2040) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 9.01(a) of the Sale and Servicing AgreementAgreement 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 purchase 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 twenty (20) 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 Date Amount 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 Article Five 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 Master Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. 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 twenty (20) 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 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 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty ten (2010) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section Section 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 twenty ten (2010) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The Notes are subject to redemption upon (i) the event that exercise by the Servicer purchases all outstanding of its option to purchase the Contracts and the related Contract Assets pursuant to Section 7.10 11.01 of the Sale and Servicing Agreement, (ii) the mandatory sale of the Contracts 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 purchase 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. 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 10.1(a)(ii), the Servicer or the Issuer shall furnish notice of such election thereof to the Indenture Trustee not later than twenty (20) 25 days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in into the Note Distribution Account Account, on or before the Redemption Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty ten (2010) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section 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 twenty ten (2010) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. Section 4.1. On not less than fifteen (a15) days notice given at any time, if, and only if the Approval Date and the Registration Date each have occurred on or prior to the Redemption Date, this Note may be redeemed, in whole or in part, at the option of the Payor, at a redemption price (the "Redemption Price") equal to (i) 100% of the principal amount of 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 the Servicer purchases not all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the New Notes are to be redeemed pursuant to this Section 10.01(a)redeemed, the Servicer Payor shall select the New Notes, or the Issuer shall furnish 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 such election 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 Indenture Trustee not later than twenty (20) days prior 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 Date Price of each such Note. From and the Issuer shall prior to after the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due expire and payable on become void and all rights hereunder shall cease, except the right to receive payment of the Redemption Date upon Price and, if the furnishing of Note is redeemed only in part, to receive a notice complying with Section 10.02 new Note equal in principal amount to each Holder the unredeemed portion of the NotesNote surrendered. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 35 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 Date Amount 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 Article Five Section 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 twenty (20) 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 50 days prior to the Redemption Date and the Issuer shall prior deposit or cause to be deposited by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed Price of each Class of Notes 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 Article Five Section 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 twenty (20) 40 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 35 days prior to the Redemption Date and the Issuer Servicer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 If, on the event that Mandatory Redemption Date, the assets Pre-Funded Amount is greater than zero after giving effect to the purchase of all Subsequent Receivables during the Funding Period, including any such purchase on the last day of the Trust are sold Funding Period, the Class A-1 and Class A-2 Notes will be redeemed in part pursuant to Article Five Section 5.8(a)(ii) of this Indenture, the proceeds of such sale shall be distributed as provided Sale and Servicing Agreement 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, an amount equal to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateNote Prepayment Amount.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Servicer purchases all outstanding Contracts provisions of this Section 2.03 and to the related Contract Assets pursuant to Section 7.10 of extent permitted under the Sale and Servicing Agreement1940 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 purchase 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. 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 twenty the day preceding the applicable redemption date and having a value not less than the amount (20including any applicable premium) days prior due 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 Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing Holders of a notice complying with Section 10.02 to each Holder series of Tortoise Notes by reason of the Notes. redemption of such Tortoise Notes on such date fixed for the redemption and (b) In 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 that the assets of the Trust are sold pursuant to 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 makes the extent practicable, furnish notice of such event to deposit and takes the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateother action required thereby.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 25 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 Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) If the Pre-Funded Amount has not been reduced to zero on the Payment Date on which the Funding Period ends (or, if the Funding Period does not end on a Payment Date, on the first Payment Date following the end of the Funding Period), after giving effect to any reductions in the Pre-Funded Amount on such Payment Date or Determination Date pursuant to Section 5.7(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) 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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 Company may redeem all, but not a portion of the Sale Subordinated Notes, at any time upon the 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 Board of Governors of the Federal Reserve System (or its designee) or any successor agency, and Servicing Agreementany 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 purchase 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 redeem the Subordinated Notes in accordance with Section 5(a) above, including but not limited to upon the occurrence of a Tier 2 Capital Event. (c) If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such amountsredemption shall be effected on a pro rata basis as to the Holders unless otherwise required by law or applicable Depositary requirements. The Servicer or For purposes of clarity, upon a partial redemption, a like percentage of the Issuer principal amount of every Subordinated Note held by every Holder shall furnish each Rating Agency be redeemed. (d) If notice of such redemption. If the redemption has been duly given and notwithstanding that any Subordinated Notes are to be redeemed pursuant to this Section 10.01(a)so called for redemption have not been surrendered for cancellation, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty (20) days prior to on and after the Redemption Date 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 Issuer Company shall prior to default in the payment of the Redemption Date deposit with Price), except only the Indenture Trustee in right of the Note Distribution Account Holder thereof to receive the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and amount payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notessuch redemption, without interest. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 35 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 Date Amount 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 Article Five Section 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 twenty (20) 45 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The Bonds shall be redeemable at the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 option of the Sale Company in whole or in part at any time and Servicing Agreementfrom time to time, prior to maturity, upon notice to the Notes are subject to redemption Holders of such Bonds at his, her or its address last appearing in wholethe Bond Register by first class mail, mailed not less than 30 days but not in part, on the Distribution Date on which such 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. 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 twenty (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 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 Bonds to be redeemed on such date, the principal amount of each Bond held by such Holder to be redeemed, and the Issuer 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 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 deposit with Date, the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes Company shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the specified Redemption Date.

Redemption. (a) In Unless otherwise provided in the event that Trust Agreement, either Saxon or the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 Holders of the Sale and Servicing Agreementmajority of the Percentage Interest in the Residual Certificates (or each Class of Residual Certificates, if more than one), may, at their respective options, make or cause a Person to make a Redeeming Purchase for the Notes are subject to redemption in whole, but not in part, Redemption Price on any Distribution Date on or after the earlier of (i) the Distribution Date on which which, after taking into account distributions of principal to be made on such purchase occursDistribution Date, for the aggregate Certificate Principal Balance of the Certificates is equal to or less than 10% of the initial aggregate Certificate Principal Balance of such Certificates, or (ii) the Redemption Date. The Trustee will not be obligated to redeem the Certificates at the request of Saxon or the Holders of a purchase price majority of the Percentage Interest in the Residual Certificates (or each Class of Residual Certificates, if more than one) unless the Trustee shall have first received cash in an amount equal to the outstanding principal, and accrued interest Redemption Price. Unclaimed funds otherwise distributable to Certificateholders on a Distribution Date on which a Redeeming Purchase is made shall be deposited in the Notes; provided, however, that Redemption Account. Upon redemption of the Issuer has available funds sufficient to pay such amounts. 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)Certificates, the Servicer redeeming party, at its option, may either (a) make or cause a Person to make a Terminating Purchase for the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee Termination Price as described in the Note Distribution Account the Redemption 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. 9.02 hereof or (b) In hold such Certificates or resell such Certificates (in which event, no party other than the event that the assets Holders of a majority of the Trust are sold pursuant Percentage Interest in the Residual Certificates may redeem the Certificates subsequent to 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(bredemption), provided that such redeeming party pays all administrative costs and expenses of the Master Servicer or following such redemption in excess of the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateMaster Servicing Fee.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty ten (2010) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section 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(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 twenty ten (2010) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In 4.1 The Company may, subject to the event that the Servicer purchases conditions set forth herein, redeem some or all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but Warrants then outstanding upon not in part, on the Distribution Date on which such purchase occurs, for a purchase price equal less than thirty (30) days nor more than sixty (60) days prior written notice to the outstanding principalWarrant Holders at any time, and accrued interest on provided: (i) this Warrant has been issued by the NotesCompany; provided, however, that (ii) the Issuer has available funds sufficient to pay such amounts. The Servicer or closing bid price of the Issuer shall furnish Company's Common Stock for 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 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 time of mailing is the "Effective Date of the 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 shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which 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 Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date deposit Date, such exercise being effective if done in accordance with Section 1 hereof, and if the Indenture Trustee in Warrant Certificate, with form of election to purchase duly executed and the Note Distribution Account the Redemption Date Amount Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be redeemed whereupon all such Notes shall be due and payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time 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 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 twenty (20) days business day immediately prior to the Redemption Date. 4.2 If any Warrant Holder does not 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 or before the Effective Date whereupon 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 amounts Warrant Holders, then, on and after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be payable on deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption DatePrice for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption of the Warrant subject to redemption held by him.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets 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 purchase 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. 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 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 Date Amount 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 Article Five 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 7.08 of the Sale and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

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 Servicer purchases all outstanding Contracts and the related Contract Assets 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, Security Trust Deed (each a "PRINCIPAL PAYMENT") on any Quarterly Payment Date shall be the amount available for payment in respect of 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 purchase 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, howeveror to be charged off on the Quarterly Payment Date, as described in Condition 5(c) (that reduced amount being the Issuer has available funds sufficient to pay such amounts"STATED AMOUNT" of that Class A-2 Note). The Servicer or the Issuer shall furnish each Rating Agency notice Notice of such redemption. If the Notes are amounts to be redeemed pursuant will be provided by the Manager to this Section 10.01(a)the Issuer, the Servicer or Calculation Agent, the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date Principal Paying Agent and the Issuer shall prior to Note Trustee. Following notification of the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount amount to be redeemed whereupon all for each Quarterly Payment Date, the Manager will determine the Bond Factor for the Class A-2 Notes as of such Notes Quarterly Payment Date and will notify the Issuer, the Calculation Agent, the Principal Paying Agent and the Note Trustee of this amount and shall cause the Bond Factor to 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 published pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption DateCondition 12.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Trust Depositor pursuant to Section 7.10 11.03 of the Sale Transfer and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 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 Article Five 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

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 Servicer purchases all outstanding Contracts and Managing Member declared but unpaid to the related Contract Assets pursuant Member with respect to Section 7.10 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 AgreementInterests in the 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 Notes redemption price will be equal to one-hundred percent (100%) of the purchase price of the 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 purchase 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. 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 twenty (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 prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption 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 Notesredemption date. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption 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 Servicer purchases 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 outstanding Contracts and voting rights available to such Noteholder, such Noteholder shall cease to be entitled to the related Contract Assets 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, Uplift Payment by the Notes are subject issuance of further Ordinary Shares pro rata to redemption in whole, but not in part, on all Noteholder(s) (such Ordinary Shares being “Uplift Securities”) (such notice an “Uplift Allocation Notice”). 4.4 The amount of the Distribution Date on which such 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. 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 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 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.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 Article Five paragraph 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 twenty (20) days Noteholder’s Tranche 1 Notes, together with any accrued but unpaid interest thereon held by such Noteholder immediately prior to the Notes being redeemed pursuant to paragraph 4.1(b) of this Part 1 of Schedule 2; and (c) is the pro rata amount of consideration actually received or due to be received by such Noteholder pursuant to Section 2.10 of the Warrant 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, 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 repaid following an Acceleration Date whereupon all until the applicable restriction in the Subordination Agreement has expired or been waived by the Senior Lenders; provided that such amounts delay in payment shall be payable on 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 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 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 respect of the Note. 4.18 The Company shall cancel any Notes repaid, redeemed or purchased and shall not reissue them.

Redemption. Shares of RP shall be redeemable by the Trust as provided below: (a) In To the event that extent permitted under the Servicer purchases all outstanding Contracts 1940 Act and the related Contract Assets pursuant to Section 7.10 Massachusetts law, upon giving a Notice of the Sale and Servicing AgreementRedemption, 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 purchase 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. 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 twenty 1:00 p.m. New York City time (20and later confirmed in writing) days on (i) the Settlement Date in the case of a partial redemption of the shares of RP, (ii) the Tender Date in the case of a redemption in whole of the shares of RP or (iii) during a Non-Payment Period, the later of the Dividend Payment Date or the seventh day prior to the Redemption Date earliest date upon which any such redemption may occur and (B) in the case of a mandatory redemption pursuant to paragraph 4(b) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any Holder) and the Issuer Remarketing Agents, by telephone, not later than 1:00 p.m., New York City time (and later confirmed in writing) on the third Business Day preceding the 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 prior use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day on which the Paying Agent determines the shares to be redeemed, as described in paragraph 4(c) of this Part I (or, if certificates are held by persons other than the Securities Depository, not later than the close of business on the Business Day immediately following the day on which the Paying Agent receives a Notice of Redemption from the Trust). Such telephonic notice shall be confirmed in writing to the Remarketing Agents, the Securities Depository and to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which the Paying Agent determines the shares to be redeemed. In the case of a redemption in whole of the shares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which it receives a Notice of Redemption Date deposit with from the Indenture Trustee Trust. Such telephonic notice shall be confirmed promptly in writing to each Beneficial Owner of shares of RP called for redemption, the Note Distribution Account Remarketing Agents and the Securities Depository not later than the close of business on the second Business Day following the day on which the Paying Agent receives a Notice of Redemption. (f) Every Notice of Redemption Date Amount and other redemption notice shall state: (i) the redemption date; (ii) the number of shares of RP to be redeemed; (iii) the redemption price; (iv) that dividends on the shares of RP to be redeemed whereupon all shall cease to accumulate as of such Notes shall be due redemption date; and payable on (v) the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder provision of the Notes. (b) In Declaration of Trust or the event that the assets of the Trust are sold By-laws pursuant to Article Five of this Indenture, the proceeds of which such sale shall be distributed as provided in Section 5.06. If amounts shares 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.being

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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of any dispute or discrepancy, such records of the Sale Maker shall, prima facie, be controlling and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee determinative in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing absence 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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, the unpaid principal amount of the Notes plus all accrued and unpaid interest (including any overdue interest) thereon, the Certificate Balance plus all accrued and unpaid interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. 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 twenty thirty (2030) days prior to the Redemption Date and the Issuer shall prior to deposit the Redemption Date deposit with Price of the Indenture Trustee Notes to be redeemed in the Note Distribution Payment Account by 10:00 A.M. (New York City time) on the Redemption Date Amount to be redeemed 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 Article Five Section 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(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 twenty (20) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 20 days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Financial 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 purchase 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. The Financial, 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 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 Date Amount 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 Article Five 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty (20) 25 days prior to the Redemption Date and the Issuer Issuing Entity shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts The Class A-3 Notes and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises the option to purchase occurs, for a 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. The Servicer or 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 twenty (20) 15 days prior to the Redemption Date Date, and the Issuer shall deposit in the Collection Account not later than two Business Days prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In 5.1 The Company may, subject to the event that the Servicer purchases conditions set forth herein, redeem some or all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but Warrants then outstanding upon not in part, on the Distribution Date on which such purchase occurs, for a purchase price equal less than thirty (30) days nor more than sixty (60) days prior written notice to the outstanding principalWarrant Holders at any time, and accrued interest on provided: (i) this Warrant has been issued by the NotesCompany; provided, however, that (ii) the Issuer has available funds sufficient to pay such amounts. The Servicer or closing bid price of the Issuer shall furnish Company's Common Stock for 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 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 time of mailing is the “Effective Date of the 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 shall have first been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid to the Warrant Holders will be $.10 for each share of Common Stock of the Company to which 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 Effective Date of the Notice and 5:00 p.m. Eastern Time on the business day immediately prior to the Redemption Date deposit Date, such exercise being effective if done in accordance with Section 1 hereof, and if the Indenture Trustee in Warrant Certificate, with form of election to purchase duly executed and the Note Distribution Account the Redemption Date Amount Warrant Price, as applicable for such Warrant subject to redemption for each share of Common Stock to be redeemed whereupon all such Notes shall be due and payable purchased is actually received by the Company at its principal offices prior to 5:00 p.m. Eastern Time 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 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 twenty (20) days business day immediately prior to the Redemption Date. 5.2 If any Warrant Holder does not 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 or before the Effective Date whereupon 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 amounts Warrant Holders, then, on and after said Redemption Date, notwithstanding that any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered for redemption or effectively exercised shall be payable on deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption DatePrice for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption of the Warrant subject to redemption held by him.

Redemption. (ai) The Partnership may, at any time, redeem in cash all or any portion of the Outstanding Class A Preferred Units (the “Voluntary Redemption Right”) as provided herein: (A) First, any Class A PIK Units shall be redeemed at the Class A Preferred Unit Price plus any accrued but unpaid dividends thereon; and (B) Second, any other Class A Preferred Units shall be redeemed at the Liquidation Value; provided that the aggregate Liquidation Value of Class A Preferred Units to be redeemed at any one time pursuant to this Section 5.10(h)(i)(B) must exceed $25,000,000. To the extent the Partnership exercises its Voluntary Redemption Right to redeem less than all Class A Preferred Units Outstanding, the number of Class A Preferred Units to be redeemed shall include a proportionate amount of Class A PIK Units from each Class A Preferred Holder and a proportionate amount of Class A Preferred Units from each Class A Preferred Holder. (ii) The Partnership shall provide written notice (the “Voluntary Redemption Notice”) to the Class A Preferred Holders not more than 45 days and not less than 10 days in advance of the expected Redemption Date set forth therein. Upon delivery of a Voluntary Redemption Notice, the Partnership shall be irrevocably obligated to redeem the Class A Preferred Units on the expected Redemption Date set forth in such notice. (A) If, at any time following the fifth anniversary of the Class A Closing Date, the VWAP Price for the thirty (30) trading days immediately preceding the date of delivery of the Convert/Redeem Notice (defined below) is in excess of $51.00, a Class A Preferred Holder may elect to convert no less than the Minimum Conversion Amount and no more than 33% of the Class A Preferred Units issued on the Class A Closing Date in any twelve (12) month period, by delivery of a written notice (the “Convert/Redeem Notice”) to the Partnership, setting forth the number of Class A Preferred Units to be converted, and (y) if such Class A Preferred Units are represented by certificates, a Class A Preferred Unit Certificate to the Transfer Agent representing an amount of Class A Preferred Units at least equal to the amount such Class A Preferred Holder is electing to convert (or an instruction letter to the Transfer Agent if the Class A Preferred Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent. The Convert/Redeem Notice, once delivered, shall be irrevocable. A Class A Holder shall be entitled to deliver no more than one (1) Convert/Redeem Notice per Quarter. (B) Upon receipt of a Convert/Redeem Notice, the Partnership will have the option, for a period of forty-five (45) days, to elect to redeem, by delivery of written notice to such Class A Holder, the Class A Preferred Units identified in the Convert/Redeem Notice at a price equal to (y) in the case of any Class A PIK Units, at the Class A Preferred Unit Price plus any accrued but unpaid dividends thereon and (z) in the case of any other Class A Preferred Units at the Liquidation Value, which shall be equal to the Class A Preferred Purchase Price plus the value of all accrued and unpaid distributions in respect of such Class A Preferred Units (i.e. the Conversion Rate shall be calculated without regard to any applicable MOIC). The Partnership’s election to redeem such Class A Preferred Units shall be irrevocable and the redemption shall be consummated no later than five (5) Business Days following delivery of the written notice of such election. (C) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Partnership does not timely exercise its redemption right pursuant to Section 7.10 5.10(h)(iii)(B) above, the Class A Preferred Holder shall be delivered the Common Units issuable upon conversion of the Sale and Servicing AgreementClass A Preferred Units identified in the Convert/Redeem Notice no later than fifty (50) days following the delivery of the Convert/Redeem Notice, provided that, for the purposes of such conversion, the Notes are subject to redemption in whole, but not in part, on Conversion Rate shall be calculated with the Distribution Date on which such purchase occurs, for a purchase price Liquidation Value being equal to the outstanding principal, Class A Preferred Purchase Price plus the value of all accrued and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. The Servicer or the Issuer shall furnish each Rating Agency notice unpaid distributions in respect of such redemptionClass A Preferred Units (i.e. the Conversion Rate shall be calculated without regard to any applicable MOIC) and the Conversion Price being equal to 92.5% of the VWAP Price for the thirty (30) trading days immediately preceding the Convert/Redeem Notice. If the Notes are to be redeemed pursuant to Other than as expressly set out in this Section 10.01(a5.10(h)(iii), the Servicer or the Issuer conversion effected through a Convert/Redeem Notice shall furnish notice of such election to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit be conducted in accordance with the Indenture Trustee in the Note Distribution Account the Redemption 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 Article Five of this Indenture, the proceeds of such sale shall be distributed as provided process set out in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (205.10(f) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateabove.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 Date Amount 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 Article Five 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 twenty (20) 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 Servicer purchases all outstanding Contracts On any interest payment date, and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreementafter 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 purchase 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. 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 twenty (20) 21 consecutive trading days prior to the Redemption Date irrevocable notice and the Issuer shall prior to Common stock is listed or quoted on the Redemption Date deposit with National Market, the Indenture Trustee 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 Date Amount to be redeemed whereupon all such Notes last four consecutive fiscal quarters preceding the date of irrevocable notice, excluding any extraordinary gains of the 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 Article Five 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 twenty (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.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are This Senior Note shall be subject to redemption at the option of the Issuer, in whole, but not whole or in part, on the Distribution Date on which such purchase occursat any time, for 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 purchase redemption price equal to the outstanding principalsum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and accrued (ii) the Make-Whole Amount, if any (the "Redemption Price"). If notice has been given as provided in the 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; provided, however, that not less than 30 nor more than 60 days prior to the Issuer has available funds sufficient to pay such amountsdate fixed for redemption. The Servicer or the Issuer shall furnish each Rating Agency notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Senior Notes held by such redemptionHolder to be redeemed. If less than all the Senior Notes are to be redeemed pursuant to this Section 10.01(a)at the option of the Issuer, the Servicer or Issuer will notify the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty (20) at least 45 days prior to the Redemption Date and the Issuer shall prior giving notice of redemption (or such shorter period as is satisfactory to the Redemption Date deposit with Trustee) of the Indenture Trustee in aggregate principal amount of the Note Distribution Account the Redemption Date Amount Senior Notes to be redeemed whereupon all 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 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 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), redeemed in whole or in part. Senior Notes may be redeemed in part in the Servicer authorized denomination of $1,000 or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.in any integral multiple thereof. As used herein:

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts The Class A-4 Notes and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty forty (2040) days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 a.m. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Collection Account the Redemption Date Amount 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 Article Five Section 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 twenty forty (2040) days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The Company may, at its option, upon approval by a majority of the event that Continuing Directors, at any time prior to the Servicer purchases earlier of (i) the tenth business day following the Shares Acquisition Date, or (ii) such date or dates on or after the tenth business day following the Shares Acquisition Date to which such option may be extended by a majority of the Continuing Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Shares Acquisition Date and, thereafter, prior to the completion of any such 10 day extension or extensions (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, prior to (A) the tenth business day following the Record Date or (B) such date or dates on or after the tenth business day after the Record Date to which such option may be extended by a majority of the Continuing Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Record Date and, thereafter, prior to the completion of any such 10 day extension or extensions), redeem all but not less than all the then outstanding Contracts Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the related Contract Assets Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the current per share market price thereof (as determined pursuant to Section 7.10 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Sale Rights by the Board of Directors may be made effective at such time on such basis and Servicing Agreementwith such conditions as the Board of Directors in its sole discretion may establish, upon approval by a majority of the Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the Notes are subject right to redemption in whole, but not in part, on exercise the Distribution Date on which Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such purchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notesredemption; provided, however, that the Issuer has available funds sufficient failure to pay give, or any defect in, any such amounts. The Servicer or notice shall not affect the Issuer shall furnish each Rating Agency notice validity of such redemption. If Within 10 days after such action of the Notes are to be redeemed pursuant to this Section 10.01(a)Board of Directors ordering the redemption of the Rights, the Servicer or the Issuer Company shall furnish give notice of such election redemption to the Indenture Trustee not later than twenty (20) days Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Date Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the Issuer shall purchase of Common Shares prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption 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 NotesDate. (bc) In Notwithstanding anything contained in this Agreement to the event that contrary, the assets of the Trust are sold Rights shall not be exercisable pursuant to Article Five of this Indenture, Section 7(a) at any time when the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts Rights 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateredeemable hereunder.

Redemption. (a) If the Fund shall determine to redeem, in whole or in part, iMTP Shares pursuant to the optional redemption provisions of Section 2.5(c) of the 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 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 Servicer purchases 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 outstanding Contracts and iMTP Shares held by any Holder are to be redeemed, the related Contract Assets 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 7.10 2.5(c) of the Sale and Servicing Agreement, the Notes are 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 wholethe 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, but not 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 Distribution Date on 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 purchase occursredemption is made. If fewer than all iMTP Shares held by any Holder are to be redeemed, for 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 purchase price equal 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 outstanding principal, and accrued interest Holders of the iMTP Shares called for redemption on the Notes; 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 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 Issuer has available 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 sufficient before 12:00 noon, New York City time, on the next Business Day), the Calculation and Paying Agent shall pay to pay such amountsthe applicable Holder, pursuant to the Amendment, on the Redemption Date related thereto, the Redemption Price. The Servicer 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 Issuer 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 thereof 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 furnish each Rating Agency notice 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 such redemption. If the Notes Outstanding iMTP Shares of a Series are to be redeemed pursuant to this Section 10.01(a)the Amendment, the Servicer or the Issuer shall furnish notice number of such election to the Indenture Trustee not later than 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 Date Amount iMTP Shares to be redeemed whereupon all such Notes from the respective Holders shall be due 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 payable on equitable and that is in accordance with the Redemption Date 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 the furnishing of a notice complying with Section 10.02 which iMTP Shares will be redeemed from time to each Holder of the Notestime. (bh) In Notwithstanding anything to the event 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 assets Holders of the Trust are sold pursuant iMTP Shares or cause the Fund to Article Five violate any applicable law, rule or regulation; and provided further that no such modification shall in any way alter the rights or obligations 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 twenty (20) days Calculation and Paying Agent without its prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateconsent.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Servicer purchases all outstanding Contracts provisions of this Section 2.03 and to the related Contract Assets pursuant to Section 7.10 of extent permitted under the Sale and Servicing AgreementInvestment 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 purchase 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 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 Tortoise Notes by reason of the redemption of such Tortoise 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 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 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 last Business Day (each an “Asset Coverage Cure Date”), the Tortoise Notes will be subject to mandatory redemption out of funds legally available therefor. The aggregate principal amount of Tortoise Notes to be redeemed in such circumstances will be equal to the lesser of (A) the minimum principal amount of Tortoise 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 Tortoise Notes Basic Maintenance Amount, or sufficient to satisfy 1940 Act Tortoise 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 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 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 such Mandatory Redemption Date, the Issuer shall redeem those Tortoise 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 Tortoise Notes to be redeemed and the Paying Agent. The Issuer will deposit with the Paying Agent funds sufficient to pay such amounts. The Servicer or redeem the Issuer shall furnish each Rating Agency notice specified aggregate principal amount of such redemption. If the Tortoise Notes are with respect to be redeemed pursuant to a redemption required under subparagraph (a)(ii) of this Section 10.01(a)2.03, the Servicer or the Issuer shall furnish notice of such election to the Indenture Trustee not later than 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 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 by 1:00 p.m., New York City time, of the Notes. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.Business Day immediately preceding the

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occurs, for a 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. 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Payment Account the Redemption Date Amount 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 on or prior to the assets of Payment Date on which the Trust are sold pursuant to Article Five of this IndenturePre-Funding Period ends (or, if the Pre-Funding Period does not end on a Payment Date, 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), immediately succeeding Payment Date) the Servicer or Remaining Pre-Funded Amount has been withdrawn from the Issuer shall, Pre-Funding Account and deposited to the extent practicable, furnish notice of such event to Collection Account by the Indenture Trustee not later than twenty (20at the direction of the Servicer pursuant to Section 4.8(b) days prior to of the Redemption Date whereupon all such amounts Sale and Servicing Agreement, the Remaining Pre-Funded Amount shall be payable on treated as a part of the Redemption Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 20 days prior to the Redemption Date Date, and the Issuer shall prior to deposit by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In Except as provided in Sections 6.7 and 6.8, upon the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 repayment of the Sale and Servicing AgreementDebentures held by the Trust, the Notes are subject to redemption in whole, but not whole or in part, on whether at Stated Maturity (as adjusted in connection with a Remarketing, if applicable) or otherwise, the Distribution Date on which proceeds from such purchase occurs, for 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 purchase Like Amount of the Securities at a redemption price equal to the outstanding principal, redemption price in respect of the Debentures plus an amount equal to accumulated and accrued interest unpaid Distributions on the Notes; provided, however, that Securities through the Issuer has available funds sufficient to pay such amountsdate of redemption (the "Redemption Price"). 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 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 Date Amount to be redeemed whereupon all such Notes Price shall be due and payable on the date of redemption (the "Redemption Date upon Date") only to the furnishing extent that the Trust has sufficient funds available for the payment of a notice complying with Section 10.02 to each Holder of the Notessuch Redemption Price. (b) In If the event that the assets of the Trust Debentures are sold pursuant to Article Five of this Indenturerepaid in part, the proceeds of such sale Securities shall be distributed redeemed in part. Except as provided in Section 5.06. If amounts are 6.13, the proceeds from such repayment of Debentures shall be allocated on a Pro Rata basis to the redemption of the 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 paid 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 Noteholders pursuant be given on the day such notice is first mailed by first-class mail, postage prepaid, to this Section 10.01(b)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 Servicer 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 shallhas 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 shall give the Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the extent practicablerelevant Clearing Agency Participants, furnish notice 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 event 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 Indenture Trustee not later than twenty relevant Holders upon surrender of their Certificates evidencing their Securities. (20iv) days If a Redemption Notice shall have been given and funds deposited as required, then, immediately prior to the Redemption Date whereupon all such amounts shall be payable 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 each 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. 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 Servicer purchases all sale of the Loans or the termination of the Trust, the Majority Residual Interest Holders will pay the outstanding Contracts fees and expenses, if any, of the Indenture Trustee, the Owner Trustee, the Co-Owner Trustee, the Issuer, the Custodian and the related Contract Assets 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 and any amounts withdrawable therefrom by the Indenture Trustee pursuant to Section 5.1(b)(3) of the Sale and Servicing Agreement, ) shall be transferred to the Notes are subject Note Distribution Account pursuant to redemption in whole, but not in part, 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 on which such purchase occurs, for a purchase price equal shall belong to the outstanding principalpurchaser 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 all cases be deemed to have been received during the related Due Period, and accrued interest on amounts so transferred shall be applied pursuant to Section 5.1(c) and 5.1(d) of the Notes; provided, however, that the Issuer has available funds sufficient to pay such amountsSale and Servicing Agreement. The Servicer or the Issuer shall furnish each the Rating Agency Agencies notice of any 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee redemption in the Note Distribution Account the Redemption 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 accordance with Section 10.02 to each Holder of the Notes10.02. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets 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 purchase 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. 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 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 one Business Day prior to the Redemption Date Amount 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 Article Five 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) 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 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 5(a) shall be required to surrender its Preferred Shares, with a notice entitled “Option of Holder to Elect Redemption” in the form attached as Annex A to this Certificate of Designations (the “Redemption Notice”), to the Corporation prior to the close of business on the fifth Business Day preceding the Redemption Date. If the 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 a Redemption Notice, upon such partial redemption the Corporation shall (or shall cause a transfer agent for the Preferred Shares to) also issue and deliver to the holder of Preferred Shares a new certificate representing the Preferred Shares not so redeemed. Unless the Corporation defaults in the payment of the Redemption Price therefor, all Preferred Shares accepted for redemption pursuant to Section 5(a) shall cease to accumulate dividends after the Redemption Date. (c) 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. (d) Notwithstanding anything to the contrary herein, in the event that the Redemption Event giving rise to the 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 Materially Breached obligations of the Corporation under the Exchange Agreement were owed. (e) In the event that the Servicer purchases all outstanding Contracts and Redemption Event giving rise to the related Contract Assets pursuant to foregoing redemption right under Section 7.10 5(a) is a failure of the Sale and Servicing Agreement, the Notes are subject Corporation to redemption in whole, but not in part, on the Distribution Date on which such purchase occurs, for a purchase price equal to the outstanding make any payment of principal, and accrued interest on the Notes; providedinterest, however, that the Issuer has available funds sufficient to pay such amounts. 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 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 Date Amount to be redeemed whereupon all such Notes shall be other amount due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder any Indebtedness of the Notes. (b) In Corporation or its Subsidiaries after giving effect to any 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 event that the assets expiration of the Trust are sold pursuant cure period, (i) such failure to Article Five make payment is cured in full, (ii) all other obligations to pay principal, interest or other amounts due and payable of this Indenture, any Indebtedness of the proceeds of Corporation and its Subsidiaries have been paid at 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 twenty time and (20iii) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateno Bankruptcy Event has occurred.

Redemption. (a) In Except upon the event that occurrence of a Default as in the Servicer purchases all outstanding Contracts and Indenture provided, the related Contract Assets pursuant Bonds will not be subject to Section 7.10 any mandatory redemption, sinking fund or other obligation of the Sale and Servicing AgreementCompany to amortize, redeem or retire the Bonds 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 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. 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 twenty (20) days redeemable prior to maturity at the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing option 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 Article Five 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 twenty estimated Make-Whole Amount, if any, due in connection with such redemption (20) days 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.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets CFUSA 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 purchase 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. The CFUSA, 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 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 Date Amount 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 Article Five 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 closing sale price of the Sale and Servicing Agreement, Company’s Common Stock (as reported by 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 purchase 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 on must deliver any Redemption Notice within five (5) Trading Days following the Notes; provided, however, that the Issuer has available funds sufficient to pay such amountslast day of any Pricing Period. The Servicer or period from the Issuer Redemption Notice Date to the Redemption Date shall furnish each Rating Agency notice of 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 redemption price for such redemptionWarrants is paid by the Company (and thereafter if such redemption price is not paid), and the Company shall honor all tendered subscription forms during such period. 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 twenty (20) days prior to the Redemption Date and the Issuer Company shall prior not have been notified of any pending or threatened proceeding or other action to delist or suspend the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable Common Stock on the Redemption Date upon Approved Market on which the furnishing Common Stock is then traded or listed; (iv) the requisite number of a notice complying with Section 10.02 to each Holder shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Notes. Agreements; and (bvi) In the event that the assets none of the Trust are sold pursuant Company or any direct or indirect subsidiary of the Company is (1) subject to Article Five any bankruptcy or insolvency proceeding or (2) in breach of this IndentureWarrant, 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 Purchase Agreement or the Issuer shall, to the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Dateany Related Documents.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty (20) 30 days prior to the Redemption Date and the Issuer Issuing Entity shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 30 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets [ ] pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing AgreementAgreement 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 purchase 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. 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 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase 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. The 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 twenty (20) 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) 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 8.02(c) in a principal amount described therein.

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 Servicer purchases all outstanding Contracts and the related Contract Assets 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 AgreementAgreement shall have a material adverse effect on the Noteholders, then either the Indenture Trustee or the Holders of Notes evidencing not less than a majority in aggregate unpaid principal amount of the Controlling 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 purchase 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. The Servicer or 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 twenty (20) 10 days prior to the applicable Redemption Date and the Issuer shall prior to deposit into the applicable Principal Funding Account, on or before the applicable Redemption Date deposit with Date, the Indenture Trustee in aggregate Redemption Price of the Note Distribution Account the Redemption Date Amount 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing AgreementExcept as described below, the Notes are not redeemable at the Issuer’s option prior to February 1, 2009. On and after such date, the Issuer may, at its option, redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Special Interest on the Notes, 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 the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on February 1 of the years as set forth below and are expressed as percentages of principal amount: 2009 103.500 % 2010 102.333 % 2011 101.167 % 2012 and thereafter 100.000 % If the optional redemption date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid 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 Issuer. If less than all the Notes are to be redeemed at any time pursuant to an optional redemption, the particular Notes to be redeemed shall be selected not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee, from the outstanding Notes not previously called for redemption, in wholecompliance with the requirements of the principal securities exchange, but not in partif any, on the Distribution Date on which such purchase occursNotes are listed, or, if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for a purchase price equal to the outstanding principal, and accrued interest on selection for redemption of portions of the principal of the Notes; provided, however, that no such partial redemption shall reduce the Issuer has available funds sufficient portion of the principal amount of a Note not redeemed to pay such amountsless than US$1,000. 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. The Servicer Issuer is not required to make mandatory redemption payments 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 sinking fund payments with respect to the Indenture Trustee not later than twenty (20) days prior Notes. The Issuer may at any time and from time 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 Date Amount to be redeemed whereupon all such time purchase 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 Notesthrough open market purchases, negotiated purchases, tender offers or otherwise. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. Shares of RP shall be redeemable by the Trust as provided below: (a) In To the event that extent permitted under the Servicer purchases all outstanding Contracts 1940 Act and the related Contract Assets pursuant to Section 7.10 Massachusetts law, upon giving a Notice of the Sale and Servicing AgreementRedemption, 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 purchase 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 194 0 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 194 0 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 194 0 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. 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 twenty 1:00 p.m. New York City time (20and later confirmed in writing) days on (i) the Settlement Date in the case of a partial redemption of the shares of RP, (ii) the Tender Date in the case of a redemption in whole of the shares of RP or (iii) during a Non-Payment Period, the later of the Dividend Payment Date or the seventh day prior to the Redemption Date earliest date upon which any such redemption may occur and (B) in the case of a mandatory redemption pursuant to paragraph 4(b) of this Part I, by the Trust to the Paying Agent, the Securities Depository (and any Holder) and the Issuer Remarketing Agents, by telephone, not later than 1:00 p.m., New York City time (and later confirmed in writing) on the third Business Day preceding the 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 prior use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day on which the Paying Agent determines the shares to be redeemed, as described in paragraph 4(c) of this Part I (or, if certificates are held by persons other than the Securities Depository, not later than the close of business on the Business Day immediately following the day on which the Paying Agent receives a Notice of Redemption from the Trust). Such telephonic notice shall be confirmed in writing to the Remarketing Agents, the Securities Depository and to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which the Paying Agent determines the shares to be redeemed. In the case of a redemption in whole of the shares of RP, the Paying Agent shall use its reasonable efforts to provide telephonic notice to each Beneficial Owner of shares of RP called for redemption not later than the close of business on the Business Day immediately following the day on which it receives a Notice of Redemption Date deposit with from the Indenture Trustee Trust. Such telephonic notice shall be confirmed promptly in writing to each Beneficial Owner of shares of RP called for redemption, the Note Distribution Account Remarketing Agents and the Securities Depository not later than the close of business on the second Business Day following the day on which the Paying Agent receives a Notice of Redemption. (f) Every Notice of Redemption Date Amount and other redemption notice shall state: (i) the redemption date; (ii) the number of shares of RP to be redeemed; (iii) the redemption price; (iv) that dividends on the shares of RP to be redeemed whereupon all shall cease to accumulate as of such Notes redemption date; and (v) the provision of the Declaration of Trust or the By-laws pursuant to which such shares are being redeemed. In addition, notice of redemption given to a Beneficial Owner shall state the CUSIP number, if any, of the shares of RP to be due redeemed and payable on the manner in which the Beneficial Owners of such shares may-obtain payment of the redemption price. No defect in the Notice of Redemption Date upon or other redemption notice or in the furnishing transmittal or the mailing thereof shall affect the validity of the redemption proceedings, except as required by applicable law. The Paying Agent shall use its reasonable efforts to cause the publication of a redemption notice complying with Section 10.02 to each Holder in an Authorized Newspaper within two Business Days of the Notesdate of the Notice of Redemption, but failure so to publish such notification shall not affect the validity or effectiveness of any such redemption proceedings. Shares of RP the Beneficial Owners of which shall have been given Notice of Redemption shall not be subject to transfer outside of a Remarketing. (bg) On any redemption date, the Trust shall deposit, irrevocably in trust, in same-day funds, with the Paying Agent, by 12:00 noon, New York City time, $100,000 for each share of RP called for redemption plus an amount equal to dividends thereon accumulated but unpaid to such redemption date (whether or not earned or declared) plus the premium, if any, resulting from the designation of a Premium Call Period. (h) In connection with any redemption, upon the event that giving of a Notice of Redemption and the assets deposit of the Trust are sold pursuant funds necessary for such redemption with the Paying Agent in accordance with this paragraph 4, all rights of the Holders and Beneficial Owners of shares of RP so called for redemption shall cease and terminate, except the right of the Holders and Beneficial Owners thereof to Article Five receive the redemption price thereof, inclusive of this Indenturean amount equal to dividends (whether or not earned or declared) accumulated but unpaid to the redemption date plus the premium, if any, resulting from the proceeds designation of such sale shall be distributed a Premium Call Period, but without any interest or other additional amount (except as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to paragraphs 3(h) and 3(k) of this Section 10.01(bPart I), and such shares shall no longer be deemed outstanding for any purpose. The Trust shall be entitled to receive from the Servicer or Paying Agent, promptly after the Issuer date fixed for redemption, any cash deposited with the Paying Agent as aforesaid in excess of the sum of (i) the aggregate redemption price of the shares of RP called for redemption on such date and (ii) all' other amounts to which Holders and Beneficial Owners of shares of RP called for redemption may be entitled. The Trust shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the funds so deposited. Any funds so deposited with the Paying Agent which are unclaimed at the end of ninety days from such redemption date shall, to the extent practicablepermitted by law, furnish notice of such event be repaid to the Indenture Trustee Trust, after which time the Holders and Beneficial Owners of shares of RP so called for redemption shall look only to the Trust for payment of the redemption price and all other amounts to which they may be entitled. If any such unclaimed funds are repaid to the Trust, the Trust shall invest such unclaimed funds in Deposit Securities with a maturity of no more than one business day. (i) To the extent that any redemption for which Notice of Redemption has been given is not later than twenty made by reason of the absence of legally available funds therefor, such redemption shall be made as soon as practicable to the extent such funds become available. Failure to redeem shares of RP shall be deemed to exist at any time after the date specified for redemption in a Notice of Redemption when the Trust shall have failed, for any reason whatsoever, to deposit funds with the Paying Agent pursuant to paragraph 4 (20g) days of this Part I with respect to any shares for which such Notice of Redemption has been given. Notwithstanding the fact that the Trust may not have redeemed shares of RP for which a Notice of Redemption has been given, dividends may be declared and paid on shares of RP and shall include those shares of RP for which a Notice of Redemption has been given. (j) Notwithstanding any of the foregoing provisions of this paragraph 4, the Remarketing Agents may, in their sole discretion, modify the procedures set forth above with respect to notification of redemption, provided that, any such modification does not adversely affect any Holder or any Beneficial Owner of shares of RP or materially alter the obligations of the Paying Agent; and further provided that, the Trust receives written confirmation from S&P that any such modification would not impair the ratings then assigned by S&P to shares of RP. (k) In effecting any redemption pursuant to this paragraph 4, the Trust shall use all reasonable efforts to satisfy all applicable procedural conditions precedent to effecting such redemption under the 194 0 Act and Massachusetts law. (1) Notwithstanding the foregoing, (i) no share of RP may be redeemed pursuant to paragraph 4(a) of this Part I unless the full amount of accumulated but unpaid dividends to the date fixed for redemption for each such share of RP called for redemption shall have been declared, and (ii) no share of RP may be redeemed unless all outstanding shares of RP are simultaneously redeemed, nor may any shares of RP be purchased or otherwise acquired by the Trust except in accordance with a purchase offer made on substantially equivalent terms by the Trust for all outstanding shares of RP, unless, in each such instance, dividends on all outstanding shares of RP through the end of their most recently ended Dividend Period (or, if such transaction is on a Dividend Payment Date, through the Dividend Period ending on the day prior to such Dividend Payment Date) shall have been paid or declared and sufficient funds for the Redemption Date whereupon all such amounts shall be payable on payment thereof deposited with the Redemption DatePaying Agent.

Redemption. (a) In Except upon the event that occurrence of a Default as in the Servicer purchases all outstanding Contracts and Indenture provided, the related Contract Assets pursuant Bonds will not be subject to Section 7.10 any mandatory redemption, sinking fund or other obligation of the Sale and Servicing AgreementCompany to amortize, redeem or retire the Bonds 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 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. 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 twenty (20) days redeemable prior to maturity at the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing option 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 Forty-first Series the Redemption Date is earlier than December 26, 2048, 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 Article Five 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 Forty-first Series pursuant to this Section 10.01(b1.02(b)(i), the Servicer or principal amount of the Issuer shallBonds of the Forty-first Series to be redeemed shall be allocated by the Company among all of the Bonds of the Forty-first 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 Forty-first 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 twenty estimated Make-Whole Amount, if any, due in connection with such redemption (20) days 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.

Redemption. Pursuant to Section 3.01(6) and Section 11.01 of the Base Indenture, so long as any of the Notes are Outstanding, the following provisions shall be applicable to the Notes: (a) In The Notes will be redeemable, in whole at any time or in part from time to time, at the event that Company's option, at a redemption price equal to accrued and unpaid interest on the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 principal amount of the Sale Notes being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed, and Servicing Agreement(B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to 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 Treasury Rate, plus 20 basis points. (b) If a Tax Event occurs and is continuing, the Company may, at its option, redeem the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such purchase occurs, for at any time at a purchase redemption price equal to 100% of the outstanding principalprincipal amount of the Notes, plus accrued and accrued unpaid interest, if any, to the Redemption Date and Additional Amounts, if any, then due or that will become due on the date fixed for redemption as a result of the redemption. Installments of interest on Notes which are due and payable on or prior to a Redemption Date will be payable to Holders of the Notes; providedNotes registered as such at the close of business on the relevant record dates. (i) Notwithstanding Section 11.04 of the Indenture, however, that the Issuer has available funds sufficient to pay such amounts. The Servicer or the Issuer shall furnish each Rating Agency any notice of such redemption. If the Notes are to be redeemed redemption pursuant to this Section 10.01(a), the Servicer 2.9(a) or the Issuer (b) shall furnish notice (i) be sufficient if instead of such election setting forth a specific price with respect to the Indenture Trustee Redemption Price, it sets forth the manner of calculation thereof and (ii) be mailed to the Holders not later less than twenty (20) 30 nor more than 60 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 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 NotesDate. (bii) In Notwithstanding the event that the assets foregoing, in case of the Trust are sold pursuant to Article Five of this Indenturea Tax Event redemption, the proceeds of no 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 redemption will be given (a) earlier than twenty (20) 90 days prior to the Redemption Date whereupon all earliest date on which the payor would be obliged to make such amounts shall be payable on payment or withholding if a payment in respect of Notes by it were then due and (b) unless at the Redemption Datetime such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to the foregoing, the Company will deliver to the Paying Agent (a) an Officer's Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that any factual conditions precedent to the Company's right so to redeem have been satisfied and (b) a legal opinion of an outside nationally recognized tax counsel to the effect that the circumstances referred to in this clause (ii) and the circumstances described in the definition of "Tax Event" exist.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 20 days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. New York City time on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount 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 Article Five Section 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 twenty (20) 20 days prior to the Redemption Date Date, whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The [ ] Notes will be redeemable, at the event that Company’s option, in whole or in part, at any time and from time to time on and after [[ ], 20[ ]](36) and prior to maturity at the Servicer purchases all outstanding Contracts applicable redemption price set forth below. Such redemption may be made upon notice sent to each Holder’s registered address in accordance with Section 1005 of the Indenture, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the related Contract Assets principal amount of Notes to be redeemed, in accordance with Section 1003 of the Indenture, but the failure to so notify the Trustee shall not invalidate any notice given in accordance with Section 1005 of the Indenture and shall not constitute a Default or Event of Default by the Company. The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The [ ] Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 7.10 307 of the Sale Indenture), if redeemed during the 12-month period commencing on [ ](37) of the years set forth below: 20[ ] [ ] % 20[ ] [ ] % 20[ ] [ ] % 20[ ] and Servicing Agreement, thereafter 100.000 % (35) Insert for the Additional Notes of any applicable series. (36) Insert date upon which the Notes are callable. (37) Insert date upon which the Notes are callable. (38) Insert years, adding or deleting lines if applicable. (39) Insert prices. (c) In addition, at any time and from time to time [on or] prior to [ ], 20[ ],(40) the Company at its option may redeem [ ] Notes in an aggregate principal amount equal to up to [ ]%(41) of the original aggregate principal amount of the Notes (including the principal amount of any Additional [ ] Notes, or any other Additional Notes of the same series as the [ ] Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of [ ]%,(42) plus accrued and unpaid interest, if any, to the Redemption Date (subject to redemption in whole, but not in part, the right of Holders of record on the Distribution relevant Regular Record Date on which such purchase occurs, for a purchase price equal to the outstanding principal, and accrued receive interest due on the Notes; relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture);(43) provided, however, that an aggregate principal amount of [ ] Notes equal to at least [ ]% of the Issuer has available funds sufficient to pay such amounts. The Servicer original aggregate principal amount of [ ] Notes (including the principal amount of any Additional [ ] Notes, or any other Additional Notes of the Issuer shall furnish same series as the [ ] Notes) must remain outstanding immediately after each Rating Agency notice of such redemption. If The Company may make such redemption upon notice sent to each Holder’s registered address in accordance with Section 1005 of the Indenture, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes are to be redeemed pursuant to this redeemed, in accordance with Section 10.01(a), the Servicer or the Issuer shall furnish notice 1003 of such election to the Indenture Trustee not later (but in no event more than twenty (20) 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the Redemption Date completion of the related Equity Offering, and any such redemption or notice may, at the Issuer shall Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. (d) At any time prior to [[ ], 20[ ]],(44) [ ] Notes may also be redeemed in whole or in part, at the Company’s option, at a price (the “Redemption Price”) equal to 100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date deposit with (subject to the Indenture Trustee in right of Holders of record on the Note Distribution Account relevant Regular Record Date to receive interest due on the Redemption relevant Interest Payment Date Amount falling prior to be redeemed whereupon all such Notes shall be due and payable or on the Redemption Date upon the furnishing of a notice complying with pursuant to Section 10.02 to each Holder 307 of the Notes. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.Such

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the The Notes are subject to redemption in whole, but not in part, on the Distribution any Payment Date on which such purchase occursthe aggregate Principal Balance of the Contracts is less than or equal to 15% of the Original Pool Balance, for a purchase price equal to the sum of (i) the outstanding principalprincipal due on the Notes, (ii) accrued and accrued unpaid interest on the Notes; provided, however, that Notes and (iii) the Issuer has available funds sufficient to pay such amountsamount of any Unreimbursed Servicer Advances. 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 twenty (20) 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 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 Conveyed Assets are sold pursuant to Article Five 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 of the Sale and Servicing AgreementAgreement 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 purchase repurchase occurs, for a purchase price in an amount equal to the outstanding principalprincipal amount thereof, and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. The 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 twenty (20) 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 Date Amount 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 Article Five 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 twenty (20) 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 8.02(c) in a principal amount described therein.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 Seller or Servicer exercises its option to purchase occursthe 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. 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 twenty (20) 25 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 Date Amount 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 Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In (i) After the event that initial Rate Period, subject to the Servicer purchases all outstanding Contracts provisions of this Section 2.03 and to the related Contract Assets pursuant to Section 7.10 of extent permitted under the Sale and Servicing AgreementInvestment 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 purchase 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 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 Tortoise Notes by reason of the redemption of such Tortoise 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 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 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 last Business Day (each an “Asset Coverage Cure Date”), the Tortoise Notes will be subject to mandatory redemption out of funds legally available therefor. The aggregate principal amount of Tortoise Notes to be redeemed in such circumstances will be equal to the lesser of (A) the minimum principal amount of Tortoise 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 Tortoise Notes Basic Maintenance Amount, or sufficient to satisfy 1940 Act Tortoise 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 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 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 such Mandatory Redemption Date, the Issuer shall redeem those Tortoise 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 Tortoise Notes to be redeemed and the Paying Agent. The Issuer will deposit with the Paying Agent funds sufficient to pay such amounts. The Servicer or redeem the Issuer shall furnish each Rating Agency notice specified aggregate principal amount of such redemptionTortoise 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, of the Business Day immediately preceding the Mandatory Redemption Date. If fewer than all of the Outstanding Tortoise 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 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 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 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.to

Redemption. (ai) In The Series 1A Debentures will be redeemable in accordance with the terms of Article 4, provided that the Series 1A Debentures will not be redeemable on or before January 1, 2011, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. After January 1, 2011, and on or before January 1, 2012, the Series 1A Debentures may be redeemed in whole at any time or in part from time to time at the option of the Issuer on notice as provided for in Section 4.3 provided that the Servicer purchases all outstanding Contracts and Current Market Price immediately preceding the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date date on which such 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. The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If redemption is given is at least 125% of 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 twenty (20) days prior to the Redemption Date Conversion Price and the Issuer shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price and in addition thereto, at the time of redemption, the Issuer shall pay to the Debentureholder accrued and unpaid interest (net of withholding tax). The Redemption Price for the Series 1A Debentures will be a price equal to their principal amount excluding accrued and unpaid interest. After January 1, 2012 and prior to the Maturity Date, the Series 1A Debentures may be redeemed at the option of the Issuer in whole or in part from time to time on notice as provided for in Section 4.3 hereof at the Redemption Date deposit with Price, irrespective of the Indenture Trustee Current Market Price and, in addition thereto, at the time of redemption, the Issuer shall pay to the Debentureholder accrued and unpaid interest (net of withholding tax). The Redemption Notice for the Series 1A Debentures shall be in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing form of a notice complying with Section 10.02 to each Holder of the NotesSchedule “B-1”. (bii) In The Series 2A Debentures will be redeemable in accordance with the terms of Article 4, provided that the Series 2A Debentures will not be redeemable on or before January 1, 2011, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. After January 1, 2011, and on or before January 1, 2012, the Series 2A Debentures may be redeemed in whole at any time or in part from time to time at the option of the Issuer on notice as provided for in Section 4.3 provided that the assets Current Market Price immediately preceding the date on which such notice of redemption is given is at least 125% of the Trust are sold pursuant Conversion Price and the Issuer shall have provided to Article Five the Trustee an Officer’s Certificate confirming such Current Market Price and in addition thereto, at the time of this Indentureredemption, the proceeds of such sale Issuer 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, pay to the extent practicableDebentureholder accrued and unpaid interest (net of withholding tax). The Redemption Price for the Series 2A Debentures will be a price equal to their principal amount excluding accrued and unpaid interest. After January 1, furnish notice of such event to the Indenture Trustee not later than twenty (20) days 2012 and prior to the Maturity Date, the Series 2A Debentures may be redeemed at the option of the Issuer in whole or in part from time to time on notice as provided for in Section 4.3 hereof at the Redemption Date whereupon all such amounts Price, irrespective of the Current Market Price and, in addition thereto, at the time of redemption, the Issuer shall pay to the Debentureholder accrued and unpaid interest (net of withholding tax). The Redemption Notice for the Series 2A Debentures shall be payable on in the Redemption Dateform of Schedule “B-2”.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 the Servicer exercises its option to purchase occurs, for a 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. 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 twenty (20) days prior to the Redemption Date and the Issuer shall prior to deposit by 10:00 A.M. (New York City time) on the Redemption Date deposit with the Indenture Trustee in the Note Distribution Payment Account the Redemption Date Amount 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 on or prior to the assets of Payment Date on which the Trust are sold pursuant to Article Five of this IndenturePre-Funding and Reinvestment Period ends (or, if the Pre-Funding and Reinvestment Period does not end on a Payment Date, 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), immediately succeeding Payment Date) the Servicer or Remaining Pre-Funded and Excess Cash Amount has been withdrawn from the Issuer shall, Pre-Funding and Reinvestment Account and deposited to the extent practicable, furnish notice of such event to Collection Account by the Indenture Trustee not later than twenty (20at the direction of the Servicer pursuant to Section 4.8(b) days prior to of the Redemption Date whereupon all such amounts Sale and Servicing Agreement, the Remaining Pre-Funded Amount shall be payable on treated as a part of the Redemption Available Funds and the Principal Distribution Amount for such Payment Date.

Redemption. (ai) In the event that on the Servicer purchases all outstanding Contracts and Special Determination Date the related Contract Assets pursuant Subsequent Pool Pre-Funded Amount, after giving effect to Section 7.10 the purchase of the Sale and Servicing Agreementany Subsequent Pool Student Loans on such date is greater than $10,000,000, the each class of 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 purchase 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. 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 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 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 NotesPre-Funding Account. (b) In the event that the assets of the Trust are sold pursuant to Article Five Section 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 twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In The Notes may not be redeemed prior to their Maturity Date except under the event that circumstances specified in the Servicer purchases all outstanding Contracts Conditions and an applicable Pricing Supplement. If, under the related Contract Assets pursuant to Section 7.10 of circumstances described in the Sale Conditions and Servicing Agreementan applicable Pricing Supplement, the Notes are subject to redemption in whole, but not in part, on the Distribution Date on which such 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. The Servicer or the Issuer shall furnish each Rating Agency notice of such redemption. If the any Notes are to be redeemed prior to maturity, the provisions of Condition 7 and the following provisions shall be applicable: (a) If the Fiscal Agent shall receive a notice from a Holder pursuant to this Section 10.01(aCondition 7(e) requiring the Issuer to redeem some or all of the Notes held by such Holder, the Fiscal Agent shall promptly provide a copy of such notice to the Issuer. (b) Not more than 60 and not less than 30 days prior to any date designated for the redemption of Notes pursuant to Condition 7(d) (or as otherwise specified in the applicable Pricing Supplement), the Servicer or the Issuer shall furnish give written notice of such election to the Indenture Trustee not later than twenty (20) Fiscal Agent that such Notes will be redeemed on the date of redemption specified in such notice. The Fiscal Agent will notify the Holders at least 15 days prior to the Redemption Date date fixed for any such redemption. Notice given hereunder shall be irrevocable. (c) Not more than 60 and not less than 30 days prior to any date designated for the redemption of Notes pursuant to Condition 7(b), the Issuer shall give written notice to the Fiscal Agent that such Notes will be redeemed on the date of redemption specified in such notice. At the time of the giving of notice of redemption pursuant to this subsection (c), the Issuer shall deliver to the Fiscal Agent a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer to redeem the Notes have occurred and an opinion of counsel to the effect that the Issuer has or will become obligated to pay Additional Amounts in respect of Argentine Taxes as provided in the Conditions. The Fiscal Agent shall notify the Holders at least 15 days prior to the Redemption Date deposit with date fixed for any such redemption. (d) Upon receipt of notice from the Indenture Trustee Issuer pursuant to subsection (b) or (c) above, the Fiscal Agent shall cause to be published or to be mailed, on behalf of the Issuer, a notice of redemption of the relevant Notes at such times and in such manner as provided in the Note Distribution Account Conditions. Such notice shall specify the Redemption Date Amount (A) date fixed for redemption, (B) the redemption price, (C) the place or places of payment, (D) that payment will be made, in the case of definitive Notes, upon presentation and surrender of the Notes to be redeemed whereupon all (or a portion thereof in the case of a partial redemption of a Note) and in the case of any Global Notes, upon presentation for endorsement or surrender, and (E) that on and after such date interest on the principal amount being redeemed shall cease to accrue. Such notice shall state that the conditions precedent to such redemption have occurred and shall describe the same. All notices of redemption of Notes shall be made in the name and at the expense of the Issuer. (e) The Fiscal Agent shall promptly furnish to each Paying Agent a copy of each notice of redemption. (f) If notice of redemption has been lodged with the Fiscal Agent by a Holder as provided in Condition 7(e) or given to the Holders of the Notes of any Series as provided in Section 15(d) hereof, the Notes specified in such notice shall become due and payable on the Redemption Date upon date specified in such notice (and, in the furnishing case of a notice complying with Section 10.02 given to each Holder of the Notes. (b) In the event that the assets of the Trust are sold pursuant to Article Five of this Indenture, the proceeds of such sale shall be distributed Holders as provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b)15(d) hereof, at the Servicer place or places stated in such notice) at the Issuer shallapplicable redemption price, together with accrued interest, if any, to the extent practicabledate fixed for redemption and on and after such date, furnish notice if such redemption price, together with accrued interest, if any, has been duly provided by the Issuer to the Fiscal Agent as provided in Section 8(a) hereof, such interest on the Notes to be redeemed shall cease to accrue. On presentation and surrender of such event Notes at such place or places of payment, such Notes shall be paid and redeemed by the Issuer at the applicable redemption price, together with accrued interest, if any, to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Datedate fixed for redemption.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets CFUSA pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing AgreementAgreement 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 purchase 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. The CFUSA, 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 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

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 Servicer purchases all outstanding Contracts and the related Contract Assets pursuant 3.750% 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 Agreementunpaid 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 purchase 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 Notes3.750% 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. The Servicer or Redemption Price, calculated as aforesaid, shall be set forth in an Officer’s Certificate delivered by 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 twenty (20) days one Business Day prior to the Redemption Date. Notwithstanding the foregoing, within the period beginning on or after 90 days prior to their Stated Maturity, upon not less than 30 nor more than 60 days’ notice, the Company may redeem the 3.750% Securities in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date and (subject to the Issuer shall 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 deposit with Date). The Company is not prohibited from acquiring the Indenture Trustee 3.750% 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 Note Distribution Account terms of the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on Indenture. The 3.750% Securities will not have the Redemption Date upon the furnishing benefit of a notice complying with Section 10.02 to each Holder of the Notessinking fund. (b) In the event that the assets of the Trust are sold pursuant to 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Originators pursuant to Section 7.10 11.03 of the Sale and Servicing AgreementAgreement purchase (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 purchase repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; providedPROVIDED, howeverHOWEVER, that the Issuer has available funds sufficient to pay such amounts. The Originators, 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 twenty (20) 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) 20 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In Upon an optional redemption (as set forth in the event that Indenture) of Debentures, the Servicer purchases all outstanding Contracts and proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the related Contract Assets aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 7.10 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of the Sale and Servicing AgreementDebentures, the Notes are subject proceeds from such redemption shall be applied to redemption in whole, but not in part, on the Distribution Date on which such purchase occurs, for a purchase price redeem Trust Securities having an aggregate Liquidation Amount equal to the outstanding principalaggregate principal amount of the Debentures so redeemed by the Depositor, and accrued interest on at the Notes; providedRedemption Price. (b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, howeverpostage prepaid, that the Issuer has available funds sufficient to pay such amounts. 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 mailed not later less than twenty (20) 30 nor more than 60 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 Date Amount to be redeemed whereupon all such Notes shall be due Depositor and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Notes.Securities Register. All notices of redemption shall state: (bi) In the event that Redemption Date; (ii) the assets Redemption Price or the Optional Redemption Price, as the case may be; (iii) the CUSIP number; (iv) if less than all of the Outstanding Trust are sold pursuant to Article Five of this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06. If amounts Securities are to be paid to Noteholders pursuant to this Section 10.01(b)redeemed, the Servicer or identification and the Issuer shall, aggregate Liquidation Amount of the particular Trust Securities to be redeemed; (v) (A) that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the extent practicable, furnish notice of such event to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.requirements for conversion contained in Section 4.3 below and

Redemption. (a) In the event that on the Servicer purchases Quarterly Payment Date on which the Revolving Period ends (or on the Quarterly Payment Date on or immediately following the last day of the Revolving Period, if the Revolving Period does not end on a Quarterly Payment Date) any amount remains on deposit in the Collateral Reinvestment Account after giving effect to the making of all outstanding Contracts Additional Fundings, including any such Additional Fundings on such Quarterly Payment Date and the related Contract Assets pursuant payment to the Swap Counterparty of any prior unpaid Net Trust Swap Payment Carryover Shortfalls as provided in Section 7.10 8.02(e), one or more classes of the Sale and Servicing Agreement, the Notes are subject to redemption in whole, but not will be redeemed in part, on in the Distribution Date on which such purchase occursorder of priority specified in Section 8.02(e), for a purchase price in an aggregate principal amount equal to the outstanding principal, amount then on deposit in the Collateral Reinvestment Account after giving effect to such Additional Fundings and accrued interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay such amounts. 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 payment to the Indenture Trustee not later than 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 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 NotesSwap Counterparty. (b) In the event that the assets of the Trust Financed Student Loans are sold pursuant to Article Five Section 4.04 hereof, that portion of this Indenture, the proceeds of such sale amounts on deposit in the Trust Accounts to be distributed to the Noteholders shall be distributed as paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and any accrued Noteholders' Interest Basis Carryover with respect thereto (but only to the extent provided in Section 5.06by Sections 2.07(d) and 8.02 hereof). If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer Administrator or the Issuer shall, to the extent practicable, furnish notice of such event Event to the Indenture Trustee Trustee, the Subordinate Note Insurer and the Swap Counterparty not later than twenty (20) 25 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. (c) The Notes are subject to redemption in whole, but not in part, on any Quarterly Payment Date on which the Company exercises its option to purchase the Trust Estate pursuant to Section 5.01 of the Loan Sale Agreement. If the Notes are to be redeemed pursuant to this Section 10.01(c), the Company 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 time on the Redemption Date with the Indenture Trustee in the Collection Account the Redemption Price for the Notes, whereupon the Notes shall be due and payable on the Redemption Date upon furnishing a notice complying with Section 10.02 to each Noteholder, the Subordinate Note Insurer and the Swap Counterparty. (d) No redemption of the Notes pursuant to Section 10.01(b) or 10.01(c) shall occur until the Trustee shall have first paid to the Subordinate Note Insurer all Reimbursement Amounts owed to the Subordinate Note Insurer and to the Swap Counterparty any prior unpaid Net Trust Swap Carryover Shortfalls and any other amounts owed to the Swap Counterparty under the Swap Agreement. (e) Any redemption pursuant to this Section 10.01 shall require the Subordinate Note Insurer's prior written consent if (i) a claim has previously been made under the Subordinate Note Insurance Policy, (ii) such redemption would result in a claim on the Subordinate Note Insurance Policy or (iii) such redemption would result in any amount owing to the Subordinate Note Insurer or any other Person and remaining unpaid under the Basic Documents.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets Seller pursuant to Section 7.10 7.08 of the Sale Pooling and Servicing AgreementAgreement 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 purchase repurchase occurs, for a purchase price equal to the outstanding principal, and accrued interest on the NotesNotes (the "Redemption Price"); providedPROVIDED, howeverHOWEVER, that the Issuer has available funds sufficient to pay such amounts. The 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 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 Date Amount 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 Article Five Section 9.02 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 twenty (20) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

Redemption. (a) In Commencing on the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing AgreementInitial Warrant Redemption Date, the Notes are subject to redemption in whole, but not in partCompany may, on 30 days' prior written notice, redeem all the Distribution Date on which such purchase occursWarrants at ten cents ($.10) per Warrant, for a purchase price equal to the outstanding principal, and accrued interest on the Notes; provided, however, that before any such call for redemption of Warrants can take place, the Issuer has available funds sufficient to pay such amounts. The Servicer average closing sale price for the Common Stock as reported by Amex, if the Common Stock is then traded on Amex, (or the Issuer average closing bid price, if the Common Stock is then traded on Nasdaq) shall furnish each Rating Agency notice have equaled or exceeded $________ per share [266% 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 Initial Public Offering Price] (b) for any twenty (20) trading days within a period of thirty (30) consecutive trading days ending on the fifth trading day prior to the Redemption Date date on which the notice contemplated by (b) and the Issuer shall prior (c) below is given (subject to the Redemption Date deposit with the Indenture Trustee adjustment in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing event of a notice complying with any stock splits or other similar events as provided in Section 10.02 to each Holder of the Notes8 hereof). (b) In case the event that the assets Company shall exercise its right to redeem all of the Trust are sold pursuant Warrants, it shall give or cause to Article Five be given notice to the Registered Holders of this Indenturethe Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the proceeds records of such sale the Warrant Agent. Any notice mailed in the manner provided herein shall be distributed as provided in Section 5.06conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. 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 Not less than twenty four (204) trading days prior to the Redemption Date whereupon all mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to Dirks a similar notice telephonically and confirmed in writing togxxxxx with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such amounts notice of redemption has been or will be given. (c) The notice of redemption shall be payable on specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption. (a) In the event that the Servicer purchases all outstanding Contracts and the related Contract Assets pursuant to Section 7.10 of the Sale and Servicing Agreement, 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 purchase 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. 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 twenty (20) days prior to Credit Enhancer provides the Redemption Date and the Issuer shall prior to the Redemption Date deposit with the Indenture Trustee in the Note Distribution Account the Redemption Date Amount to be redeemed whereupon all such funds required by Section 10.01(b). The redemption price for each Class of 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 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 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 twenty (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 and the Collection 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 redemption date. (c) 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 amount available for distribution on the redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to 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 other 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, the Indenture Trustee shall hold in the 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 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 redemption.