Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the "“Redemption Price"”); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days’ accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of the Due Period preceding the final Payment Date plus unreimbursed Master Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties Fee and any accrued and Swap Termination Payment to the Swap Provider then remaining unpaid Basis Risk Shortfalls (which is due to the "exercise of such option(the “Redemption Price"”); provided, however, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero(including all accrued and unpaid interest thereon). If the determination Following an Optional Redemption of the fair market value Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be required entitled to be made by receive the Master Servicer Servicing Fee as compensation for its continued servicing of such Mortgage Loans and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalREO Properties.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days’ accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of the Due Period preceding the final Payment Date plus unreimbursed Master Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls Fee (the "“Redemption Price"”); provided, however, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero(including all accrued and unpaid interest thereon). If the determination Following an Optional Redemption of the fair market value Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be required entitled to be made by receive the Master Servicer Servicing Fee as compensation for its continued servicing of such Mortgage Loans and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalREO Properties.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (z) any Swap Termination Payment to the Swap Provider and any previous swap provider as of such redemption date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional redemption) (the “Redemption Price”) and (II) the sum of (a) the fair market value of the assets of the Trust, (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days’ accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of Master Servicing Fee and (c) any Swap Termination Payment to the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties Swap Provider and any accrued and unpaid Basis Risk Shortfalls previous swap provider as of such redemption date (including a Swap Termination Payment owed to the "Redemption Price"Swap Provider in connection with such optional redemption); provided, however, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero(including all accrued and unpaid interest thereon). If the determination Following an optional redemption of the fair market value Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be required entitled to be made by receive the Master Servicer Servicing Fee as compensation for its continued servicing of such Mortgage Loans and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalREO Properties.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing, on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days’ accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of the Due Period preceding the final Payment Date plus unreimbursed Master Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls Fee (the "“Redemption Price"”); provided, however, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero. If the determination of the fair market value of the Mortgage Loans (including all accrued and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalunpaid interest thereon).

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem purchase the Notes in whole, but not in part, Mortgage Loans and REO Property on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption purchase price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemptionpurchase, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the Swap Provider then remaining unpaid or which is due to the exercise of such option (the "“Redemption Price"”); provided, however, that the Master Servicer will not be permitted to redeem purchase the Notes Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer Seller shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date, provided that (i) the consent of the Note Insurer will be required if such Optional Redemption will cause a claim under the Note Policy or if any amount owed to the Note Insurer will not be fully reimbursed after the redemption and (ii) the consent of the Pool Insurer will be required if any amount owed to the Pool Insurer will not be fully paid or reimbursed after the Option Redemption. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer Seller and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer Seller and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls Shortfalls, amounts sufficient to pay all amounts owing to the Note Insurer, the Pool Insurer and the Swap Provider (the "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer Seller and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (z) any Swap Termination Payment to the Swap Provider and any previous swap provider as of such redemption date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional redemption) (the “Redemption Price”) and (II) the sum of (a) the fair market value of the assets of the Trust, (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days’ accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of Master Servicing Fee and (c) any Swap Termination Payment to the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties Swap Provider and any accrued and unpaid Basis Risk Shortfalls previous swap provider as of such redemption date (including a Swap Termination Payment owed to the "Redemption Price"Swap Provider in connection with such optional redemption); provided, however, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero(including all accrued and unpaid interest thereon). If the determination Following an Optional Redemption of the fair market value Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be required entitled to be made by receive the Master Servicer Servicing Fee as compensation for its continued servicing of such Mortgage Loans and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalREO Properties.

Optional Redemption of the Notes. (a) The Master Servicer Holder of the Owner Trust Certificates (in such capacity, the “Terminator”) shall have the option to redeem purchase the Notes in whole, but not in part, Mortgage Loans and any REO Properties on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption purchase price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer Terminator and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer Terminator and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemptionpurchase, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls then remaining unpaid or which is due to the exercise of such option (the "“Redemption Price"”); provided, however, that the Master Servicer Terminator will not be permitted to redeem purchase the Notes Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer Terminator and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to Seller may, at its option, redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date on which Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Stated Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the end of Seller and at the prior Due Period is less than or equal to [___]% of Seller's expense and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal Loan related to such REO Property plus (y) in each case, the greater of (i) the Stated Principal Balance aggregate amount of accrued and unpaid interest on the Mortgage Loans and through the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion related Due Period and (ii) thirty (30) days' accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and the REO Properties (as determined by the Master Servicer and, ii) thirty (30) days' accrued interest thereon at a rate equal to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above)Loan Rate, in each case plus accrued and unpaid interest thereon at the weighted average net of the Mortgage Rates through Servicing Fee and the end of the Due Period preceding the final Payment Date plus unreimbursed Master Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls Fee (the "Redemption Price"); providedPROVIDED, howeverHOWEVER, that the Master Servicer will Seller hereby covenants and agrees not be permitted to redeem the Notes exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to retire the Note Balance redeem in full all of the remaining Class N Notes to zero(including all accrued and unpaid interest thereon). If the determination Following an Optional Redemption of the fair market value Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be required entitled to be made by receive the Master Servicer Servicing Fee as compensation for its continued servicing of such Mortgage Loans and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalREO Properties.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.57

Optional Redemption of the Notes. (a) The Master Servicer shall have holders of all of the option Class R Certificates may direct the Issuer to redeem all but not less than all of the Notes in whole, but not in part, at a price equal to 100% of the Outstanding Principal Amount of the Notes (the "Optional Note Redemption Amount") on any Monthly Payment Date on or after the earlier of (A) June 1, 2005 and (B) the first Monthly Payment Date on which the aggregate Stated Principal Balance remaining balance of the Mortgage Loans as of the end of the prior Due Period is Agency Securities shall be equal to or less than or equal to [___]20% of the aggregate Stated Principal Balance principal amount of the Mortgage Loans Agency Securities (at original issuance), after giving effect to any principal payments on such Monthly Payment Date (any such date, a "Permitted Note Redemption Date"); provided that if the Seller, as assignee of Cut-off Datethe Depositor, has caused the Issuer to redeem the Class R Certificates or has delivered a written demand to the Issuer Certificate Agent for the optional redemption of the Class R Certificates to occur on the upcoming Monthly Payment Date then the Seller, and not the holders of the Class R Certificates, shall have the right to cause the Notes to be redeemed. The aggregate Issuer Certificate Agent shall deliver to the Note Trustee a written demand for such redemption price no later than one business day after receipt of written direction to cause such redemption as described in the preceding sentence. In order for a redemption of the Notes will be equal to the greater of occur on a particular Monthly Payment Date, (i) the Stated Principal Balance of Issuer Certificate Agent shall have delivered to the Mortgage Loans and Note Trustee a written demand for such redemption at least 10 days but no greater than 25 days prior to the appraised value of any REO PropertiesMonthly Payment Date selected for such redemption, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value Optional Note Redemption Amount shall have been deposited into the Note Collection Account no later than the 9th calendar day prior to such Monthly Payment Date. Without limiting the generality of the Mortgage Loans foregoing, the Issuer Trustee agrees that the Issuer Certificate Agent shall perform certain actions, including without limitation, redemptions of the Class R Certificates or the Notes pursuant to Sections 5.04 and the REO Properties (as determined 9.01 hereof, and actions upon a Certificate Termination Event pursuant to Section 6.02, and that such actions by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes Issuer Certificate Agent will not receive all amounts owed to it as a result constitute acts of the redemption, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls (the "Redemption Price"); provided, however, that the Master Servicer will not be permitted to redeem the Notes unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisalIssuer.

Optional Redemption of the Notes. (a) The Master Servicer shall have the option to redeem purchase the Notes in whole, but not in part, Mortgage Loans and REO Property on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to [___]10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate redemption purchase price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the redemptionpurchase, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be made solely in reliance on an appraisal by an Independent appraiser as provided above), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the Swap Provider then remaining unpaid or which is due to the exercise of such option (the "“Redemption Price"”); provided, however, that the Master Servicer will not be permitted to redeem purchase the Notes Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.