Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis)purchasing, on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller mayAt the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 15 days’ but no more than 45 days’ prior written notice sent to the registered Holders of the Notes to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of of: (I) the sum of (wi) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus Notes to be redeemed; and (xii) the lesser of (A) the appraised value of any REO Property sum, as determined by the higher of two appraisals completed by two independent appraisers selected by Company based on the Seller and at the Seller’s expense and (B) the Principal Balance Reference Treasury Dealer Quotations, of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market present value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company will calculate the redemption price. (c) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC or by lot. No Notes of $1,000 or less will be redeemed in part. (e) and (c) hereof and payment in full to In the Indenture Trustee and case of any redemption, the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption canSecurity Registrar will not be completed for required to register the transfer or exchange of any reason, Note: (i) during a period beginning 15 days before the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part day of sending of the Trustrelevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (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 and Trust, (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (c) any Swap Termination Payment to the “Redemption Price”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); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption optional redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust. (c) In connection with any redemption pursuant to this Section 8.08: (i) At least twenty (20) days prior to the latest date on which notice of such optional redemption is required to be mailed to the Noteholders, the Seller shall notify in writing (which may be done in electronic format) the Swap Provider and the Securities Administrator of the final Payment Date on which the Seller intends to redeem the Notes; (ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Payment Date specified in the notices required pursuant to Section 8.08, the Swap Provider shall notify in writing (in accordance with the applicable provisions of the Interest Rate Swap Agreement) (which may be done in electronic format) and by phone, the Seller and the Securities Administrator of the amount of the Estimated Swap Termination Payment; and (iii) Three (3) Business Days prior to the final Payment Date specified in the notices required pursuant to Sections 8.07, (x) the Seller shall, no later than 1:00 pm (New York City time) on such day, deliver to the Securities Administrator and the Securities Administrator shall deposit funds in the Payment Account in an amount equal to the sum of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Securities Administrator shall have received an Officer’s Certificate stating that all of the requirements for optional redemption have been met, including without limitation the deposit required pursuant to the immediately preceding clause (x) as well as the requirements specified in Section 8.08, then the Securities Administrator shall, on the same Business Day, provide written notice (which may be done in electronic format) to the Seller and the Swap Provider (in accordance with the applicable provision of the Interest Rate Swap Agreement) confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements specified in Section 8.08 have been met (the “Optional Redemption Notice”). Upon the delivery of the Optional Redemption Notice by the Securities Administrator pursuant to the preceding sentence, (i) the optional redemption shall become irrevocable, (ii) the notice to Noteholders of such optional redemption provided pursuant to Section 8.08 shall become unrescindable, (iii) the Swap Provider shall determine the Swap Termination Payment in accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Securities Administrator written notice of the amount of the Swap Termination Payment not later than two (2) Business Days prior to the final Payment Date specified in the notices required pursuant to Sections 8.08.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem Servicer shall have the Notes option to purchase the Mortgage Loans and REO Property on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of Cut-off Date. The aggregate purchase price will be equal to such REO Property plus (y) in each case, the greater of (i) the aggregate amount Stated Principal Balance of accrued and unpaid interest on the Mortgage Loans through and the related Due Period appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Servicer and the Indenture Trustee in their reasonable discretion 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 Mortgage Loans and the REO Properties (as determined by the 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 Trust purchase, the Indenture Trustee (it being understood and (b) agreed that any determination by the greater of (i) the aggregate amount of 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 on thereon at the weighted average of the Mortgage Loans Rates through the related 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 (ii) thirty (30) days’ REO Properties and any accrued interest thereon at a rate equal and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the Loan Rate, in each case net Swap Provider then remaining unpaid or which is due to the exercise of the Servicing Fee and the Master Servicing Fee such option (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees Servicer will not be permitted to exercise its rights under this Section 8.07 on any Payment Date purchase the Mortgage Loans unless the Redemption Price is sufficient to redeem in full all retire the Note Balance of the Class N remaining Notes (including all accrued and unpaid interest thereon)to zero. Following an Optional Redemption If the determination of the Notes and a purchase fair market value of the Mortgage Loans and any REO Properties pursuant shall be required to this Section 8.07, be made by the Servicer and an Independent appraiser as provided above, (A) such appraisal shall be entitled obtained at no expense to receive the Servicing Fee as compensation for its continued servicing of Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such Mortgage Loans and REO Propertiesappraisal. (b) In order to exercise the foregoing option, the Seller Servicer shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities AdministratorTrustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Servicer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Servicer with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Servicer in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayMajority Certificateholder shall have the option to purchase the assets of the Trust and thereby cause the redemption of the Notes, at its optionin whole, redeem the Notes on any Payment Date but not in part, on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of Cut-off Date. The aggregate redemption price (the "Redemption Price") for the Notes will be equal to such REO Property plus (y) in each case, the greater 100% of (i) the aggregate amount outstanding Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal the applicable Note Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Basis Risk Shortfall Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount), plus an amount sufficient to pay in full all amounts owing to the Loan Rate, Indenture Trustee under this Indenture (which amounts shall be specified in each case net writing upon request of the Servicing Fee Issuer by the Indenture Trustee) and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesServicer. (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and Issuer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price Redemption Price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.05 hereof and payment in full to the Indenture Trustee and the Securities AdministratorMaster Servicer as set forth in (a) above, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, (a) the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate and (b) the Note Principal Balance of the Notes shall continue to bear interest at the related Note Interest Rate.

Optional Redemption of the Notes. (a) The Seller Servicer (or an affiliate of the Servicer) may, at its option, purchase the Mortgage Loans in either Loan Group and redeem the Notes and the IX/N Interest or IIX/N Interest, as applicable, on any the next succeeding Payment Date on or after upon which the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all aggregate current Principal Balance of the outstanding Group I Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100or Group II Mortgage Loans, as applicable, is less than 10% of the aggregate Principal Balance of the Group I Mortgage Loans plus or Group II Mortgage Loans, as applicable, as of the Cut-Off Date by purchasing all of the outstanding (xi) Mortgage Loans in the lesser related Loan Group at a price equal to the sum of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the outstanding Principal Balance of the related Mortgage Loan related Loans and except to such REO Property plus (y) in each casethe extent previously advanced by the Servicer, the greater of (i) the aggregate amount of accrued and unpaid interest on thereon at the weighted average of the Mortgage Loans Rates through the related Due end of the Collection Period preceding the final Payment Date plus unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees and Special Servicing Fees allocable to such Mortgage Loans and (ii) thirty (30) days’ accrued interest thereon REO Properties in the related Loan Group at a rate price equal to their fair market value as determined in good faith by the Loan Rate, in each case net of Servicer (the Servicing Fee and "Redemption Price"). The Redemption Price for the Master Servicing Fee and (II) Group II Notes must be sufficient to equal the sum of (a) the fair market value 100% of the assets of the Trust and aggregate Note Balance then outstanding, (b) the greater aggregate of any Group II Allocated Realized Loss Amount on the Group II Notes remaining unpaid immediately prior to such Payment Date, (ic) the aggregate amount of accrued the Accrued Note Interest on the Group II Notes for such Payment Date, (d) the aggregate of any LIBOR Carryover Amounts on the Group II Notes for such Payment Date and unpaid interest on (e) the aggregate of any Interest Carry Forward Amounts for such Payment Date. The Servicer will not be permitted to terminate the Mortgage Loans through in Loan Group II unless the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal redemption price set forth in the previous sentence is paid to the Loan Rate, in each case net Holders of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on Group II Notes. In connection with any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a such purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07the preceding paragraph, the Servicer shall deliver to the Indenture Trustee for deposit in the Payment Account all amounts then on deposit in the Collection Account (less amounts permitted to be entitled withdrawn by the Servicer pursuant to receive Section 3.07), which deposit shall be deemed to have occurred immediately following such purchase. Any such purchase shall be accomplished by delivery to the Servicing Fee Indenture Trustee for deposit into the Payment Account as compensation for its continued servicing part of Available Funds on the Determination Date before such Mortgage Loans and REO PropertiesPayment Date of the Termination Price. (b) In order to exercise the foregoing optionoptions, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Servicer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit or the aggregate redemption price into for the partial redemption specified in (b) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account Account), and shall, on the Payment Date after receipt shall provide written notice of the funds, apply its exercise of such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full option to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the TrustOwner Trustee.

Optional Redemption of the Notes. (a) The Seller mayAt the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of of: (Ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (wassuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related Notes to such REO Property plus (y) be redeemed; plus, in each either case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, to, but not including, the Servicer shall be entitled to receive Redemption Date. The Company will calculate the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesRedemption Price. (bc) In order If money sufficient to exercise pay the foregoing option, the Seller shall provide written notice Redemption Price of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (cii) hereof if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and payment in full to binding for all purposes, absent manifest error. The Company will notify the Indenture Trustee of the Redemption Price promptly after the calculation thereof and the Securities AdministratorTrustee shall have no duty to determine, and this Indenture or verify the calculation of, the Redemption Price. (g) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption satisfied, or such redemption canmay not occur and such notice may be completed for rescinded in the event that any reason, the amount so deposited or all such conditions shall not have been satisfied by the Seller with Redemption Date, or by the Securities Administrator shall be immediately returned Redemption Date as so delayed. The Company will provide written notice to the Seller in full Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and shall not be used for any other purpose or be deemed upon receipt the Trustee will provide such notice to each Holder of the Notes to be part redeemed in the same manner in which the notice of the Trustredemption was given.

Optional Redemption of the Notes. (a) The On the last day of any Monthly Period as of which the Pool Balance shall be less than or equal to 15% of the Original Pool Balance, the Seller may, at its option, shall have the option to (i) redeem the Notes in an amount sufficient to pay the full amount of principal and interest then due and payable on any Payment Date on or after the Optional Redemption Date, by purchasing Notes and the Certificates plus all fees and expenses due and owing (on a servicing-retained basis), on such Payment Date, all with the prior written consent of the outstanding Mortgage Loans Insurer if such redemption would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); and REO Properties at a price (ii) obtain the Trust Property, if any, in its capacity as the sole Certificateholder. To exercise such option, the Seller or the Servicer shall deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater of aggregate Purchase Amount for the Receivables (I) the sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans including Liquidated Receivables), plus (x) the lesser of (A) the appraised value of any REO Property as other property held by the Trust, if any, such value to be determined by the higher of two appraisals completed by two independent appraisers selected an appraiser mutually agreed upon by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each caseServicer, the greater of (i) Insurer and the aggregate amount of accrued Trustee, and unpaid interest on the Mortgage Loans through the related Due Period shall succeed to all interests in and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that Trust. If the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless or the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties Servicer exercises such option pursuant to this Section 8.0711.1(a), the Servicer or the Seller shall be entitled to receive comply with the Servicing Fee as compensation for its continued servicing notice requirements in Section 10.1(a) of such Mortgage Loans and REO Propertiesthe Indenture. (b) In order Upon any redemption of the Notes pursuant to exercise Section 9.1 of the foregoing optionTrust Agreement, the Seller Servicer shall provide written notice of its exercise instruct the Trustee to deposit the proceeds from such redemption after all payments and reserves therefrom (including the expenses of such option redemption) have been made (the "Insolvency Proceeds") in the ------------------- Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Indenture Owner Trustee, the Securities Administrator Trustee, the Trust Collateral Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture, the payment in full of the principal of and interest on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement and to the Trustee and Trust Collateral Agent under the Indenture and this Agreement, the end of the Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Trust Collateral Agent to the Insurer, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee at least 15 days prior will succeed to its exercise. Following receipt of the noticerights of, and assume the obligations of, the Securities Administrator shall provide notice Trust Collateral Agent pursuant to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the TrustAgreement.

Optional Redemption of the Notes. (a) The Seller mayHolder of the Certificates, at its optionor, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Scheduled Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 20% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Scheduled Principal Balance of the Mortgage Loan related Loans as of the Cut- off Date. The aggregate redemption price for the Notes will be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans applicable Note Interest Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07Issuer, the Master Servicer shall be entitled to receive and the Servicing Fee Securities Administrator, as compensation for its continued servicing of such Mortgage Loans and REO Propertiesapplicable). (b) In order to exercise the foregoing option, the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with the instructions of the Securities Administrator and Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities AdministratorTrustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayIssuer shall retire the Notes in the event that the Servicer exercises its optional purchase right pursuant to Section 2.09 of the Sale and Servicing Agreement to purchase all the remaining Sold Assets held by the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. The aggregate redemption price for the remaining Sold Assets in connection with the exercise of the option described in this clause (a) (the “Redemption Price”) will be equal to the then aggregate fair market value of all of the Sold Assets as of the date which is five (5) Business Days prior to the Payment Date such option is exercised; provided that the option described in this clause (a) shall not be exercised unless the Redemption Price equals or exceeds the sum of (i) the amount necessary to redeem all of the Notes in full (including, at its optionthe Aggregate Note Principal Balance on the Record Date preceding the final Payment Date identified in Section 8.08(c) plus accrued and unpaid interest on each Class of Notes then Outstanding up to, but excluding, the final Payment Date) on the final Payment Date in accordance with Section 8.06 (taking into account all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the final Payment Date) and (ii) any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer. (b) The Issuer may redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all Date occurring in July 2016. The optional call amount in connection with the exercise of the outstanding Mortgage Loans and REO Properties at a price option described in this clause (b) (the “Optional Call Amount”) shall equal to the greater of (I) the sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater result of (i) 101% of the aggregate amount of Aggregate Note Principal Balance on the Record Date preceding the final Payment Date identified in Section 8.08(c), plus (ii) accrued and unpaid interest on each Class of Notes then Outstanding up to but excluding the Mortgage Loans through the related Due Period and final Payment Date, plus (iiiii) thirty (30) days’ accrued interest thereon at a rate equal any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan RateTrustee, in each case net of the Servicing Fee Issuer Loan Trustee and the Master Servicing Fee Back-up Servicer, minus (iv) all amounts of Available Funds and (II) any other amounts then on deposit in the sum of (a) the fair market value of the assets of the Trust Note Accounts and (b) the greater of (i) the aggregate amount of accrued and unpaid interest available to be distributed pursuant to Section 8.06 on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any final Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesDate. (bc) In order to exercise the foregoing optionits purchase option set forth in (a) or (b), the Seller Servicer or the Issuer, as applicable (in such capacity, the “Redeeming Party”), shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 fifteen (15) days prior to the Payment Date on which it will exercise its exerciseoption. Following receipt of the such notice, the Securities Administrator Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. Such notice to Noteholders shall, to the extent practicable, be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the aggregate outstanding principal amount and any interest due with respect to such Note on the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Stated Maturity Date or any such other final Payment Date (provided the Issuer does not default in the payment of the principal amount and interest due with respect to the Notes on such final Payment Date). In addition, the Seller Redeeming Party shall, not less than one (1) Business Day prior to the proposed Payment Date on which such purchase or redemption is to be made, deposit the aggregate redemption price specified in (aor cause to be deposited) above with the Securities Administrator, who shall deposit the aggregate redemption price (i) into the Principal Distribution Account, the portion of the Redemption Price or the Optional Call Amount, as applicable, required to make the distributions required under Section 8.06(b)(ii) on such final Payment Account Date and (ii) into the Collection Account, the remaining portion of the Redemption Price or the Optional Call Amount, as applicable. The Indenture Trustee shall, on the Payment Date after receipt of the funds, apply such funds to make payments to all amounts owing to the transaction parties, pursuant to any Transaction Document and make final payments of principal of and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator8.06, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust4.01.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s 's expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ ' accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ ' accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “"Redemption Price”"); providedPROVIDED, howeverHOWEVER, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (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 and Trust, (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (c) any Swap Termination Payment to the “Redemption Price”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); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller may, at its option, shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related 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 such REO Property plus the Note Insurer will not be fully reimbursed after the redemption and (yii) in each case, 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 aggregate amount Stated Principal Balance of accrued and unpaid interest on the Mortgage Loans through and the related Due Period appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Seller and the Indenture Trustee in their reasonable discretion 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 Mortgage Loans and the REO Properties (as determined by the Seller and, to the extent that a Class of Class A Notes will not receive all amounts owed to it as a result of the Trust redemption, the Indenture Trustee (it being understood and (b) agreed that any determination by the greater of (i) the aggregate amount of 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 on thereon at the weighted average of the Mortgage Loans Rates through the related end of the Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to preceding the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any final Payment Date unless the Redemption Price is sufficient plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing Fees allocable to redeem in full all of the Class N Notes (including all such Mortgage Loans and REO Properties and any accrued and unpaid interest thereonBasis Risk Shortfalls, amounts sufficient to pay all amounts owing to the Note Insurer, the Pool Insurer and the Swap Provider (the "Redemption Price"). Following an Optional Redemption If the determination of the Notes and a purchase fair market value of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled required to receive be made by the Servicing Fee Seller and an Independent appraiser as compensation for its continued servicing of provided above, (A) such Mortgage Loans appraisal shall be obtained at no expense to the Indenture Trustee and REO Properties(B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Insurers and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee Trustee, the Note Insurer, the Pool Insurer and the Securities AdministratorSwap Provider, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller may, at its option, Majority Certificateholder shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Scheduled Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 20% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Scheduled Principal Balance of the Mortgage Loan related Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans applicable Note Interest Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Class N Notes (including all accrued Issuer, the Master Servicer and unpaid interest thereonthe Securities Administrator, as applicable). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans , and any REO Properties Swap Termination Payment payable to the Swap Provider as a result of a termination pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Administrator, the Owner Trustee, the Swap Provider and the Owner Trustee Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.05 hereof and payment in full to the Indenture Trustee Securities Administrator, the Master Servicer and the Securities AdministratorSwap Provider, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayMajority Certificateholder shall have the option to purchase the assets of the Trust and thereby cause the redemption of the Notes, at its optionin whole, redeem the Notes on any Payment Date but not in part, on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater Loans as of (i) the Cut-off Date. The aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee redemption price (the “Redemption Price”); provided, however, that ) for the Seller hereby covenants and agrees not Notes will be equal to exercise its rights under this Section 8.07 on any 100% of the aggregate outstanding Note Principal Balance of the Notes as of the Payment Date unless on which the Redemption Price is sufficient to redeem proposed redemption will take place in full all of accordance with the Class N Notes (including all foregoing, together with accrued and unpaid interest thereonthereon at the applicable Note Interest Rate through such Payment Date (including any related Basis Risk Shortfall Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount). Following , plus an Optional Redemption amount sufficient to pay in full all amounts owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Notes Issuer by the Indenture Trustee) and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesMaster Servicer. (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and Issuer, the Owner Trustee and the Master Servicer at least 15 30 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price Redemption Price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.05 hereof and payment in full to the Indenture Trustee and the Securities AdministratorMaster Servicer as set forth in (a) above, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, (a) the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate and (b) the Note Principal Balance of the Notes shall continue to bear interest at the related Note Interest Rate.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem Majority Certificateholder shall have the Notes option to purchase the 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 "Optional Redemption Date, by purchasing (on a servicing-retained basis"), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a . The aggregate purchase price will be equal to the greater of (IA) the sum of (wx) 100% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans plus (xother than those referred to in clause (y) below), including accrued interest thereon, and (y) in the lesser of (A) the appraised value case of any REO Property as determined by property and any Mortgage Loans with respect to which foreclosure proceedings have been initiated or are otherwise 120 days or more delinquent, the higher fair market value of two appraisals completed by two independent appraisers selected by the Seller such REO property and at the Seller’s expense mortgage loans (disregarding accrued interest thereon) and (B) the Principal sum of the aggregate unpaid Note Balance of the Mortgage Loan related to such REO Property plus Notes (y) in each caseother than any Allocated Realized Loss Amounts), the greater of (i) the aggregate amount of all accrued and unpaid interest on the Mortgage Loans through the related Due Period thereon (other than any Basis Risk Shortfall Amounts), any unreimbursed Monthly Advances and (ii) thirty (30) days’ accrued interest thereon at a rate equal Servicing Advances and any Swap Termination Payment payable 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 Swap Provider then remaining unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal or which is due to the Loan Rate, in each case net exercise of the Servicing Fee and the Master Servicing Fee such option (the “"Redemption Price”"); provided, however, that the Seller hereby covenants and agrees Majority Certificateholder will not be permitted to exercise its rights under this Section 8.07 on any Payment Date purchase the Mortgage Loans unless the Redemption Price is sufficient to redeem in full pay the Indenture Trustee all amounts owing to it hereunder and to retire the Note Balance of the Class N remaining Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Propertieszero. (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Administrator, the Swap Provider and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Note Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities AdministratorAdministrator of all amounts owing to it hereunder, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate. (c) In connection with any redemption pursuant to this Section 8.07: (i) At least fifteen (15) days prior to the latest date on which notice of such optional redemption is required to be mailed to the Noteholders, the Seller shall notify in writing (which may be done in electronic format) the Swap Provider and the Securities Administrator of the final Payment Date on which the Seller intends to redeem the Notes; (ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Payment Date specified in the notices required pursuant to this Section 8.07, the Swap Provider shall notify in writing (in accordance with the applicable provisions of the Interest Rate Swap Agreement) (which may be done in electronic format) and by phone, the Seller and the Securities Administrator of the amount of the Estimated Swap Termination Payment; and (iii) One (1) Business Day prior to the final Payment Date specified in the notices required pursuant to Section 8.06, (x) the Seller shall, no later than 1:00 pm (New York City time) on such day, deliver to the Securities Administrator and the Securities Administrator shall deposit funds in the Note Account in an amount equal to the sum of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Securities Administrator shall have received an Officer's Certificate stating that all of the requirements for optional redemption have been met, including without limitation the deposit required pursuant to the immediately preceding clause (x) as well as the requirements specified in this Section 8.07, then the Securities Administrator shall, on the same Business Day, provide written notice (which may be done in electronic format) to the Seller and the Swap Provider (in accordance with the applicable provision of the Interest Rate Swap Agreement) confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements specified in this Section 8.07 have been met (the "Optional Redemption Notice"). Upon the delivery of the Optional Redemption Notice by the Securities Administrator pursuant to the preceding sentence, (i) the optional redemption shall become irrevocable, (ii) the notice to Noteholders of such optional redemption provided pursuant to this Section 8.07 shall become unrescindable, (iii) the Swap Provider shall determine the Swap Termination Payment in accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Securities Administrator written notice of the amount of the Swap Termination Payment not later than two (2) Business Days prior to the final Payment Date specified in the notices required pursuant to this Section 8.07.

Optional Redemption of the Notes. (a) The Seller mayIssuer shall retire the Notes in the event that the Servicer exercises its optional purchase right pursuant to Section 2.09 of the Sale and Servicing Agreement to purchase all the remaining Sold Assets held by the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. The aggregate redemption price for the remaining Sold Assets in connection with the exercise of the option described in this clause (a) (the “Redemption Price”) will be equal to the then aggregate fair market value of all of the Sold Assets as of the date which is five (5) Business Days prior to the Payment Date such option is exercised; provided that the option described in this clause (a) shall not be exercised unless the Redemption Price equals or exceeds the sum of (i) the amount necessary to redeem all of the Notes in full (including, at its optionthe Aggregate Note Principal Balance on the Record Date preceding the final Payment Date identified in Section 8.08(c) plus accrued and unpaid interest on each Class of Notes then Outstanding up to, but excluding, the final Payment Date) on the final Payment Date in accordance with Section 8.06 (taking into account all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the final Payment Date) and (ii) any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer. (b) The Issuer may redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all Date occurring in January 2018. The optional call amount in connection with the exercise of the outstanding Mortgage Loans and REO Properties at a price option described in this clause (b) (the “Optional Call Amount”) shall equal to the greater of (I) the sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater result of (i) 101% of the aggregate amount of Aggregate Note Principal Balance on the Record Date preceding the final Payment Date identified in Section 8.08(c), plus (ii) accrued and unpaid interest on each Class of Notes then Outstanding up to but excluding the Mortgage Loans through the related Due Period and final Payment Date, plus (iiiii) thirty (30) days’ accrued interest thereon at a rate equal any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan RateTrustee, in each case net of the Servicing Fee Issuer Loan Trustee and the Master Servicing Fee Back-up Servicer, minus (iv) all amounts of Available Funds and (II) any other amounts then on deposit in the sum of (a) the fair market value of the assets of the Trust Note Accounts and (b) the greater of (i) the aggregate amount of accrued and unpaid interest available to be distributed pursuant to Section 8.06 on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any final Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesDate. (bc) In order to exercise the foregoing optionits purchase option set forth in (a) or (b), the Seller Servicer or the Issuer, as applicable (in such capacity, the “Redeeming Party”), shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 fifteen (15) days prior to the Payment Date on which it will exercise its exerciseoption. Following receipt of the such notice, the Securities Administrator Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. Such notice to Noteholders shall, to the extent practicable, be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the aggregate outstanding principal amount and any interest due with respect to such Note on the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Stated Maturity Date or any such other final Payment Date (provided the Issuer does not default in the payment of the principal amount and interest due with respect to the Notes on such final Payment Date). In addition, the Seller Redeeming Party shall, not less than one (1) Business Day prior to the proposed Payment Date on which such purchase or redemption is to be made, deposit the aggregate redemption price specified in (aor cause to be deposited) above with the Securities Administrator, who shall deposit the aggregate redemption price (i) into the Principal Distribution Account, the portion of the Redemption Price or the Optional Call Amount, as applicable, required to make the distributions required under Section 8.06(b)(ii) on such final Payment Account Date and (ii) into the Collection Account, the remaining portion of the Redemption Price or the Optional Call Amount, as applicable. The Indenture Trustee shall, on the Payment Date after receipt of the funds, apply such funds to make payments to all amounts owing to the transaction parties, pursuant to any Transaction Document and make final payments of principal of and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator8.06, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust4.01.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis)purchasing, on such Payment 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 Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s 's expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ ' accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ ' accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “"Redemption Price”"); providedPROVIDED, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller may, at its option, Issuer shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing earlier of (i) the Payment Date on a servicing-retained basis), on such Payment Date, all which the aggregate Principal Balance of the outstanding Mortgage Loans and REO Properties at a price is less than or equal to the greater of (I) the sum of (w) 10025% of the aggregate Principal Balance of the Mortgage Loans plus as of the Cut-off Date or (xii) the lesser of (A) Payment Date occurring in December 2004. The aggregate redemption price for the appraised value of any REO Property as determined by Notes will be equal to the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the unpaid Note Principal Balance of the Mortgage Loan related to such REO Property plus (y) Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans Note Interest Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Carry-Forward Amount), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Class N Notes (including all accrued and unpaid interest thereonIssuer by the Indenture Trustee). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Payment Date after receipt of the funds, Notes and shall apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administratorhereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Issuer with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Issuer in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller may, at its option, Majority Certificateholder shall have the option to redeem the Notes (but only with the consent of the Holders of the Class N Notes, for so long as the Class N Notes remain outstanding) in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) is less than or equal to 10% of the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of the Cut-off Date. The aggregate redemption price for the Notes shall be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption shall take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans applicable Note Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Basis Risk Shortfall Carry-Forward Amounts and Deferred Interest), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07Issuer, the Master Servicer shall be entitled and the Securities Administrator, as applicable) and amounts due and owing to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesSwap Provider. (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Administrator, the Owner Trustee, the Swap Provider and the Owner Trustee Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.05 hereof and payment in full to the Indenture Trustee Securities Administrator and the Securities AdministratorMaster Servicer, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the full amount so deposited by the Seller Majority Certificateholder with the Securities Administrator shall be immediately returned to the Seller in full Majority Certificateholder and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayshall have the option to purchase the Mortgage Loans, at its option, and thereby redeem the Notes Notes, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of Cut-off Date. The aggregate purchase price for the Notes will be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on thereon at the Mortgage Loans applicable Note Rate through such Payment Date (including any related Net Rate Carryover and Interest Carry-Forward Amount), plus (i) an amount sufficient to pay in full all amounts owing to the related Due Period and Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee), (ii) thirty (30) days’ accrued interest thereon at a rate equal the amount of any Swap Termination Payment payable to the Loan Rate, in each case net of the Servicing Fee and Swap Counterparty. (iii) any unreimbursed Advances owed to the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesServicer. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 4.02 hereof and payment in full to the Indenture Trustee and the Securities AdministratorTrustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 4.12 hereof. If for any reason the amount deposited by the Seller Issuing Entity is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Master Servicer with the Securities Administrator Indenture Trustee shall be immediately promptly returned to the Seller Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller may, at its At the Issuers’ option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes on any Payment Date on or after prior to the Optional Redemption Par Call Date, by purchasing (on the Issuers will pay a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of of: (I) the sum of (wi) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus Notes to be redeemed; and (xii) the lesser sum of (A) the appraised present value of any REO Property as determined by the higher Remaining Scheduled Payments of two appraisals completed by two independent appraisers selected by principal and interest thereon that would be due if the Seller and Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property then current Treasury Rate plus (y) 15 basis points, plus, in each case, the greater of (i) the aggregate amount of accrued and unpaid interest interest, if any, on the Mortgage Loans through amount being redeemed to, but excluding, the related Due Period and Redemption Date (iisubject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) thirty (30) days’ accrued interest thereon at If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a rate redemption price equal to the Loan Rate, in each case net 100% of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value principal amount of the assets of the Trust and (b) the greater of (i) the aggregate amount of Notes redeemed, plus accrued and unpaid interest interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment relevant Record Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive interest due on the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Propertiesrelevant Interest Payment Date). (bd) In order If money sufficient to exercise pay the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account of and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) and (c) hereof and payment in full to In the Indenture Trustee and case of any redemption, the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption canSecurity Registrar will not be completed for required to register the transfer or exchange of any reason, Note: (i) during a period beginning 15 Business Days before the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part day of mailing of the Trustrelevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) The Seller mayAt the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 15 days’ but no more than 45 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of of: (I) the sum of (wi) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus Notes to be redeemed; and (xii) the lesser of (A) the appraised value of any REO Property sum, as determined by the higher of two appraisals completed by two independent appraisers selected by Company based on the Seller and at the Seller’s expense and (B) the Principal Balance Reference Treasury Dealer Quotations, of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market present value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company will calculate the redemption price. (c) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC or by lot. No Notes of $1,000 or less will be redeemed in part. (e) and (c) hereof and payment in full to In the Indenture Trustee and case of any redemption, the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption canSecurity Registrar will not be completed for required to register the transfer or exchange of any reason, Note: (i) during a period beginning 15 days before the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part day of sending of the Trustrelevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) The Seller mayHolder of the Owner Trust Certificates (in such capacity, at its option, redeem the Notes “Terminator”) shall have the option to purchase the Mortgage Loans and any REO Properties on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of Cut-off Date. The aggregate purchase price will be equal to such REO Property plus (y) in each case, the greater of (i) the aggregate amount Stated Principal Balance of accrued and unpaid interest on the Mortgage Loans through and the related Due Period appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Terminator and the Indenture Trustee in their reasonable discretion 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 Mortgage Loans and the REO Properties (as determined by the 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 Trust purchase, the Indenture Trustee (it being understood and (b) agreed that any determination by the greater of (i) the aggregate amount of 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 on thereon at the weighted average of the Mortgage Loans Rates through the related 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 (ii) thirty (30) days’ REO Properties and any accrued interest thereon at a rate equal and unpaid Basis Risk Shortfalls then remaining unpaid or which is due to the Loan Rate, in each case net exercise of the Servicing Fee and the Master Servicing Fee such option (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees Terminator will not be permitted to exercise its rights under this Section 8.07 on any Payment Date purchase the Mortgage Loans unless the Redemption Price is sufficient to redeem in full all retire the Note Balance of the Class N remaining Notes (including all accrued and unpaid interest thereon)to zero. Following an Optional Redemption If the determination of the Notes and a purchase fair market value of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled required to receive be made by the Servicing Fee Terminator and an Independent appraiser as compensation for its continued servicing of provided above, (A) such Mortgage Loans appraisal shall be obtained at no expense to the Indenture Trustee and REO Properties(B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) In order to exercise the foregoing option, the Seller Terminator shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Terminator shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities AdministratorTrustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Terminator is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Terminator with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Terminator in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayHolder of the Certificates, at its optionor, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Scheduled Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 20% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Scheduled Principal Balance of the Mortgage Loan related Loans as of the Cut- off Date. The aggregate redemption price for the Notes will be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans applicable Note Interest Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07Issuer, the Master Servicer shall be entitled to receive and the Servicing Fee Securities Administrator, as compensation for its continued servicing of such Mortgage Loans and REO Propertiesapplicable). (b) In order to exercise the foregoing option, the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Holder of the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions instructions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.Section

Optional Redemption of the Notes. (a) The Seller mayAt the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 15 days’ but no more than 45 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a redemption price equal to the greater of of: (I) the sum of (wi) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus Notes to be redeemed; and (xii) the lesser of (A) the appraised value of any REO Property sum, as determined by the higher of two appraisals completed by two independent appraisers selected by Company based on the Seller and at the Seller’s expense and (B) the Principal Balance Reference Treasury Dealer Quotations, of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market present value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company will calculate the redemption price. (c) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC or by lot. No Notes of $1,000 or less will be redeemed in part. (e) and (c) hereof and payment in full to In the Indenture Trustee and case of any redemption, the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption canSecurity Registrar will not be completed for required to register the transfer or exchange of any reason, Note: (i) during a period beginning 15 days before the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part day of sending of the Trustrelevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) The Seller maySubject to Section 6.05, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to each series of Notes. (1) Each series of Notes shall be redeemable at any time and from time to time prior to the applicable Par Call Date for such series, in each case, in whole or in part, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price Redemption Price equal to the greater of (I) the sum of (wi) 100% of the aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate principal amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period such Notes to be redeemed; and (ii) thirty (30) days’ accrued the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon at discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Loan RateTreasury Rate plus the Applicable Spread, less interest accrued to the date of redemption, plus, in the case of 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 clause (i) the aggregate amount of and (ii), accrued and unpaid interest interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of holders of record on the Mortgage Loans through relevant record date to receive interest due on the related Due Period relevant Interest Payment Date). (c) At any time on or after the applicable Par Call Date of each series of Notes, such Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (d) On and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (iiexcept if the Redemption Date shall be an Interest Payment Date) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rateinterest, in each case net if any. If less than all of the Servicing Fee and Notes of a series are to be redeemed, the Master Servicing Fee (Notes of such series to be redeemed shall be selected in accordance with the “Redemption Price”)procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Seller hereby covenants and agrees not Redemption Date to exercise its rights under this Section 8.07 on any Payment Date unless each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is sufficient to redeem be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in full all clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the Class N Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes (including all called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07interest, if any, to, but excluding, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesRedemption Date. (bf) In order to exercise the foregoing option, the Seller shall provide written Any redemption or notice of its exercise any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such option to the Indenture Trusteean equity offering or Change of Control, the Securities Administrator and the Owner Trustee at least 15 days prior to its exerciseissuance of indebtedness or other transaction or event. Following receipt Notice of the notice, the Securities Administrator any redemption in respect thereof shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day be given prior to the proposed Payment Date on which such redemption is to completion thereof, may be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt partial as a result of only some of the fundsconditions being satisfied, apply may be delayed until such funds to make final payments of principal and interest on time as any or all such conditions shall be satisfied (or waived by the Notes Company in accordance with Section 3.05(bits sole discretion) and (c) hereof and payment may be rescinded at any time if the Company determines in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions its sole discretion that any or all of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and conditions shall not be used for any other purpose satisfied (or be deemed to be part waived) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such notice that payment of the Trustapplicable Redemption Price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Optional Redemption of the Notes. (a) The Seller may, at its option, Majority Certificateholder shall have the option to redeem the Notes in whole, but not in part, on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Scheduled Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value related Due Period is less than or equal to 20% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Scheduled Principal Balance of the Mortgage Loan related Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to such REO Property plus (y) the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in each caseaccordance with the foregoing, the greater of (i) the aggregate amount of together with accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans applicable Note Interest Rate through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any such Payment Date unless the Redemption Price is (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to redeem pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07Issuer, the Master Servicer shall be entitled to receive and the Servicing Fee Securities Administrator, as compensation for its continued servicing of such Mortgage Loans and REO Propertiesapplicable). (b) In order to exercise the foregoing option, the Seller Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.05 hereof and payment in full to the Indenture Trustee Securities Administrator and the Securities AdministratorMaster Servicer, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller mayAt the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at its the Company’s option, redeem the Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of of: (Ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (wassuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the aggregate Principal Balance principal amount of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related Notes to such REO Property plus (y) be redeemed; plus, in each either case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, to, but not including, the Servicer shall be entitled to receive Redemption Date. The Company will calculate the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO PropertiesRedemption Price. (bc) In order If money sufficient to exercise pay the foregoing option, the Seller shall provide written notice Redemption Price of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 3.05(bthe procedures of DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (cii) hereof if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and payment in full to binding for all purposes, absent manifest error. The Company will notify the Indenture Trustee of the Redemption Price promptly after the calculation thereof and the Securities AdministratorTrustee shall have no duty to determine, and this Indenture shall be discharged subject to or verify the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reasoncalculation of, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the TrustRedemption Price.

Optional Redemption of the Notes. (a) The Seller may, at its option, redeem Master Servicer shall have the Notes option to purchase the Mortgage Loans and REO Property on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment 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 which the aggregate Stated Principal Balance of the Mortgage Loans plus (x) as of the lesser end of (A) the appraised value prior Due Period is less than or equal to 10% of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the aggregate Stated Principal Balance of the Mortgage Loan related Loans as of Cut-off Date. The aggregate purchase price will be equal to such REO Property plus (y) in each case, the greater of (i) the aggregate amount Stated Principal Balance of accrued and unpaid interest on the Mortgage Loans through and the related Due Period 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) 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 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 Trust purchase, the Indenture Trustee (it being understood and (b) agreed that any determination by the greater of (i) the aggregate amount of 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 on thereon at the weighted average of the Mortgage Loans Rates through the related 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 (ii) thirty (30) days’ REO Properties and any accrued interest thereon at a rate equal and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the Loan Rate, in each case net Swap Provider then remaining unpaid or which is due to the exercise of the Servicing Fee and the Master Servicing Fee such option (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees Master Servicer will not be permitted to exercise its rights under this Section 8.07 on any Payment Date purchase the Mortgage Loans unless the Redemption Price is sufficient to redeem in full all retire the Note Balance of the Class N remaining Notes (including all accrued and unpaid interest thereon)to zero. Following an Optional Redemption If the determination of the Notes and a purchase fair market value of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled required to receive be made by the Servicing Fee Master Servicer and an Independent appraiser as compensation for its continued servicing of provided above, (A) such Mortgage Loans appraisal shall be obtained at no expense to the Indenture Trustee and REO Properties(B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) In order to exercise the foregoing option, the Seller Master Servicer shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller Master Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities AdministratorTrustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Master Servicer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller Master Servicer with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate.

Optional Redemption of the Notes. (a) The Seller may, at its option, Majority Certificateholder shall have the option to purchase the assets of the Trust related to Loan Group I and thereby redeem the Class I-A Notes on or after the Payment Date on which the Stated Principal Balance of the related Mortgage Loans, and properties acquired in respect thereof has been reduced to less than 10% of the sum of the Group I Cut-off Date Balance. The Majority Certificateholder shall have the option to purchase the assets of the Trust related to Loan Group I and thereby redeem the Class I-A and Class I-M Notes on or after the Payment Date on which the Stated Principal Balance of the Mortgage Loans, and properties acquired in respect thereof has been reduced to less than 10% of the sum of the Group I Cut-off Date Balance; provided, however, that no such optional termination may be exercised unless an opinion has been rendered by nationally recognized tax counsel that such optional termination will not adversely affect the characterization as indebtedness of any class of Notes currently outstanding. (b) The Majority Certificateholder shall have the option to purchase the HELOC Mortgage Loans and thereby redeem the Class II-A Notes on any Payment Date on or after the Optional Redemption Date, by purchasing (Payment Date on a servicing-retained basis), on such Payment Date, all of which the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Note Principal Balance of the Mortgage Loans plus (x) Class II-A Notes declines to 10% or less of the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Note Principal Balance of the Mortgage Loan related Class II-A Notes on the Closing Date. If the Majority Certificateholder fails to such REO Property plus (y) in each caseexercise this right, the greater Insurer may purchase the HELOC Mortgage Loans 60 days after the Payment Date on which the Note Principal Balance of (i) the aggregate amount Class II-A Notes declines to 10% or less of accrued and unpaid interest the Note Principal Balance of the Class II-A Notes on the Mortgage Loans through the related Due Period and Closing Date. (iic) 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 The aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee redemption price (the “Redemption Price”); provided, however, that ) for the Seller hereby covenants and agrees not Notes in connection with any termination pursuant to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient clause (a) above will be equal to redeem in full all 100% of the Class N aggregate outstanding Note Principal Balance of the related Notes (including all plus and accrued and unpaid interest thereon). Following an Optional Redemption thereon (including any related Unpaid Interest Shortfall, Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes are redeemed in full together with all amounts due and owing to the RMBS Master Servicer, the Securities Administrator, the Grantor Trustee and the Indenture Trustee under this Indenture or any other applicable Basic Document (which amounts shall be specified in writing upon request of the Notes and a purchase of Issuer by the Mortgage Loans and any REO Properties pursuant to this Section 8.07Indenture Trustee, the Securities Administrator, the related Servicer shall be entitled to receive or the Servicing Fee RMBS Master Servicer, as compensation for its continued servicing of such Mortgage Loans and REO Propertiesapplicable). (d) The aggregate redemption price (the “Class II-A Redemption Price”) for the Notes in connection with any termination pursuant to clause (b) above will be equal to 100% of the aggregate outstanding Note Principal Balance of the related Notes plus and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes are redeemed in full together with all amounts due and owing to the applicable Servicer, the Securities Administrator, the Grantor Trustee, the Indenture Trustee and the Insurer under this Indenture, the Insurance Policy or any other applicable Basic Document (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee, the Securities Administrator, the related Servicer or the Insurer, as applicable). (e) In order to exercise the foregoing optionoption with respect to the Notes other than the Class II-A Notes, the Seller Majority Certificateholder shall provide written notice of its exercise of such option and the Redemption Price to the Indenture Trustee, the Securities Administrator Administrator, the Issuer, the Grantor Trustee, the Owner Trustee, the RMBS Master Servicer and the Owner Trustee applicable Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide written notice to the applicable Noteholders of the final payment on the applicable Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price Redemption Price specified in (ac) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Sections 3.05 or 3.06, as applicable, hereof and payment to the Indenture Trustee, the Grantor Trustee and the RMBS Master Servicer as set forth in (c) above and payments in full to the Insurer for all amounts owing under the Insurance Policy, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption price or as the Indenture Trustee is notified such redemption cannot be completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate and (b) the Note Principal Balance of the applicable Notes shall continue to bear interest at the related Note Interest Rate. In order to exercise the foregoing option with respect to the Class II-A Notes, the Majority Certificateholder shall provide written notice of its exercise of such option and the Class II-A Redemption Price to the Indenture Trustee, the Securities Administrator, the Issuer, the Owner Trustee, the HELOC Servicer and the HELOC Back-Up Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the Class II-A Noteholders of the final payment on the Class II-A Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the Class II-A Redemption Price specified in (e) above with the Indenture Trustee, who shall deposit the Class II-A Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) 3.07 hereof and payment to the Indenture Trustee, the Securities Administrator, the Grantor Trustee and the HELOC Servicer as set forth in (e) above and payments in full to the Indenture Trustee and Insurer for all amounts owing under the Securities AdministratorInsurance Policy, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or as the Indenture Trustee is notified such redemption cannot be completed for any reason, (a) the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate and (b) the Note Principal Balance of the Class II-A Notes shall continue to bear interest at the related Note Interest Rate.

Optional Redemption of the Notes. (a) The Seller At any time after the Discharge of the Senior Debt Obligations and on or prior to the Make-Whole Expiration Date, the Issuer may, at its optionupon prior written notice to the Purchaser, redeem the Notes in whole or in part, at a redemption price equal to the sum of (i) the outstanding principal amount of the Notes or portion thereof to be redeemed as of the redemption date, plus (ii) all accrued and unpaid interest as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) the Make-Whole Amount computed on such outstanding principal amount or portion thereof, plus (iv) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (b) At any Payment Date on or time after the Optional Redemption Discharge of the OpCo Credit Agreement and after the Make-Whole Expiration Date, by purchasing (on a servicing-retained basis)the Issuer may, on upon prior written notice to the Purchaser, redeem the Notes in whole or in part. Any such Payment Date, all of the outstanding Mortgage Loans and REO Properties redemption shall be at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate outstanding principal amount of accrued and unpaid interest on the Mortgage Loans through Notes or portion thereof to be redeemed as of the related Due Period and redemption date, plus (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and (b) the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee (the “Redemption Price”); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an Optional Redemption as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (c) Any partial redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be entitled to receive the Servicing Fee as compensation for its continued servicing in denominations of at least $[10,000,000] and in multiples of $1,000,000 in excess of such Mortgage Loans and REO Propertiesminimum denomination. (b) In order to exercise the foregoing option, the Seller shall provide written notice of its exercise of such option to the Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the Seller in full and shall not be used for any other purpose or be deemed to be part of the Trust.

Optional Redemption of the Notes. (a) The Seller may, at its option, Majority Certificateholder shall have the option to purchase the assets of the Trust and thereby redeem the Notes on any or after the Payment Date on or after which the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all Stated Principal Balance of the outstanding Mortgage Loans Loans, and REO Properties at a price equal properties acquired in respect thereof has been reduced to the greater of (I) the sum of (w) 100less than 10% 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 Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (II) the sum of (a) the fair market value of the assets of the Trust and Cut-off Date Balance. (b) the greater of (i) the The aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee redemption price (the “Redemption Price”); provided, however, that ) for the Seller hereby covenants and agrees not Notes in connection with any termination pursuant to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient clause (a) above will be equal to redeem in full all 100% of the Class N aggregate outstanding Note Principal Balance of the related Notes (including all plus and accrued and unpaid interest thereon). Following an Optional Redemption thereon (including any related Unpaid Interest Shortfall, Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes are redeemed in full together with all amounts due and owing to the RMBS Master Servicer, the Securities Administrator, the Grantor Trustee, and the Indenture Trustee under this Indenture or any other applicable Basic Document (which amounts shall be specified in writing upon request of the Notes and a purchase of Issuer by the Mortgage Loans and any REO Properties pursuant to this Section 8.07Indenture Trustee, the Securities Administrator, the Grantor Trustee, the RMBS Servicer shall be entitled to receive or the Servicing Fee RMBS Master Servicer, as compensation for its continued servicing of such Mortgage Loans and REO Propertiesapplicable). (bc) In order to exercise the foregoing optionoption with respect to the Notes, the Seller Majority Certificateholder shall provide written notice of its exercise of such option and the Redemption Price to the Indenture Trustee, the Securities Administrator Administrator, the Issuer, the Grantor Trustee, the Owner Trustee, the RMBS Master Servicer and the Owner Trustee applicable servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator Indenture Trustee shall provide written notice to the applicable Noteholders of the final payment on the applicable Notes. In addition, the Seller Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price Redemption Price specified in (ab) above with the Securities AdministratorIndenture Trustee, who shall deposit the aggregate redemption price Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) Sections 3.05 or 3.06, as applicable, hereof and payment in full to the Indenture Trustee Trustee, the Grantor Trustee, and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereofRMBS Master Servicer as set forth in (b) above. If for any reason the amount deposited by the Seller Majority Certificateholder is not sufficient to make such redemption or as the Indenture Trustee is notified such redemption cannot be completed for any reason, (a) the amount so deposited by the Seller Majority Certificateholder with the Securities Administrator Indenture Trustee shall be immediately returned to the Seller Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the TrustTrust Estate and (b) the Note Principal Balance of the applicable Notes shall continue to bear interest at the related Note Interest Rate.