Common use of Termination Prior to Maturity Date; Optional Redemption Clause in Contracts

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than [20]% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder _____________________________ acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances 151 and unpaid Servicing Fees, Master Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 [15] days prior to the applicable Payment Date. If the Residual Holder _____________________ fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than [ten] days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder _____________________ shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Agreement or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Agreement or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. HMB Acceptance Corp. shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer Securities Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Payment Date on or after which the Initial Purchase Aggregate Loan Balance is less than 20% of the Aggregate Loan Balance as of the Cut-off Date, the Residual Holder Aames Investment Acceptance Corporation acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Aames Investment Acceptance Corporation fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Aames Investment Acceptance Corporation shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Distribution Date occurring on or after the Initial Purchase Date, the Residual Holder Servicer shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust Estate for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, Agreement or the Custodial Agreement, the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust Estate will be terminated resulting in a mandatory redemption of the NotesCertificates. The Residual Holder Servicer shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Distribution Date. If the Residual Holder Servicer fails to exercise such option on the Initial Purchase Date, the Note Certificate Interest Rate for each Class of Notes Certificates will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Distribution Date thereafter. In connection with such purchase, the Residual Holder Servicer shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than [20]% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder _____________________________ acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture Trustee, the Custodian and the Swap Counterparty Trustee shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Indenture or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 [15] days prior to the applicable Payment Date. If the Residual Holder _____________________ fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. In connection with _____________________ shall deliver written notice of its intention to exercise such purchaseoption to 128 the Issuer, the Residual Holder shall direct Indenture Trustee and the Servicer to remit not less than [ten] days prior to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Accountapplicable Payment Date.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Payment Date on or after which the Initial Purchase Aggregate Loan Balance is less than 20% of the sum of the Aggregate Loan Balance as of the Cut-off Date, the Residual Holder Servicer acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Redemption Price. The Master Servicer, the Servicer and the Servicer Subservicer will be reimbursed from the Termination Redemption Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Administration Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture Trustee, the Custodian and the Swap Counterparty Trustee shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Indenture or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Servicer shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Servicer fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. The Servicer shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Servicer shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) in respect of the related Total Remittance Amount for deposit to the Collection Note Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant 201359 HomeBanc 2006-2 Transfer and Servicing Agreement to this Agreement, the Indenture, the Custodial Agreement, Agreement or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Agreement or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. 119 In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Payment Date on or after which the Aggregate Collateral Balance is less than 20% of the sum of the Aggregate Loan Balance as of the Initial Purchase Cut-off Date and the amount on deposit in the Pre-Funding Account as of the Closing Date, the Residual Holder Servicer acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Redemption Price. The Master Servicer, the Servicer and the Servicer Subservicer will be reimbursed from the Termination Redemption Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Administration Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture Trustee, the Custodian and the Swap Counterparty Trustee shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Indenture or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Servicer shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Servicer fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. The Servicer shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Servicer shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) in respect of the related Total Remittance Amount for deposit to the Collection Note Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than 20% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder Aames Investment Acceptance Corporation acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Aames Investment Acceptance Corporation fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Aames Investment Acceptance Corporation shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 120 Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Agreement or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than 20% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder Aames Investment Acceptance Corporation acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees, Master Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Aames Investment Acceptance Corporation fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Aames Investment Acceptance Corporation shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than [20]% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder _____________________________ acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture Trustee, the Custodian and the Swap Counterparty Trustee shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, Indenture or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 [15] days prior to the applicable Payment Date. If the Residual Holder _____________________ fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. In connection with _____________________ shall deliver written notice of its intention to exercise such purchaseoption to the Issuer, the Residual Holder shall direct Indenture Trustee and the Servicer to remit not less than [ten] days prior to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Accountapplicable Payment Date.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Date occurring on or after which the Initial Purchase DateAggregate Loan Balance is less than 20% of the Aggregate Loan Balance as of the Cut-off Date (the first such date, the Residual Holder “Initial Optional Termination Date”), Aames Investment Acceptance Corporation acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees, Master Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Sponsor pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Aames Investment Acceptance Corporation fails to exercise such option on the Initial Purchase Optional Termination Date, the Note Interest Rate for each Class of Notes will shall be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Initial Optional Termination Date and for each Payment Date thereafter. Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee, the Master Servicer and the Swap Provider not less than ten days prior to the applicable Payment Date. In connection with such purchase, Aames Investment Acceptance Corporation shall remit the Residual Holder Termination Price to the Trust Administrator for deposit into the Collection Account and shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than 20% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder Aames Investment Acceptance Corporation acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees, Master Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 15 days prior to the applicable Payment Date. If the Residual Holder Aames Investment Acceptance Corporation fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. Aames Investment Acceptance Corporation shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder Aames Investment Acceptance Corporation shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Distribution Date occurring on or after the Group I Initial Purchase Date, the Residual Holder Servicer shall have the option to purchase the Pool I Mortgage Loans, any REO Property and any other property remaining in the Trust Estate for a price equal to the Pool I Termination Price. The Master Servicer and the Servicer will be reimbursed from the Pool I Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, relating to the Pool I Mortgage Loans, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, the Custodian Trustee and the Swap Counterparty 217412 HomeBanc 2007-1 Pooling and Servicing Agreement 156 Custodian shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, Agreement or the Custodial Agreement, the Trust Agreement or any Swap Agreement, as applicable, relating to the Pool I Mortgage Loans. If such option is exercised, the Trust payment of the Pool I Termination Price will be terminated resulting result in a mandatory redemption of the NotesGroup I Certificates. On any Distribution Date occurring on or after the Group II Initial Purchase Date, the Servicer shall have the option to purchase the Pool II Mortgage Loans, any REO Property and any other property remaining in the Trust Estate for a price equal to the Pool II Termination Price. The Residual Holder Master Servicer and the Servicer will be reimbursed from the Pool II Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, relating to the Pool II Mortgage Loans, and the Securities Administrator, the Trustee and the Custodian shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement or the Custodial Agreement, as applicable, relating to the Pool II Mortgage Loans. If such option is exercised, the payment of the Pool II Termination Price will result in a mandatory redemption of the Group II Certificates. If both purchase options are exercised by the Servicer, the Trust will be terminated. The Servicer shall deliver written notice of its intention to exercise any such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Distribution Date. If the Residual Holder Servicer fails to exercise such the option to purchase the Pool II Mortgage Loans on the Pool II Initial Purchase Date, the Note Group II Certificate Interest Rate for each Class of Notes Group II Certificates will be increased as set forth in the table in the Preliminary Statement herein beginning on the Group II Step-up Date and for each Payment Distribution Date thereafter. In connection with such purchase, the Residual Holder Servicer shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) [On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, the Custodian [and the Swap Counterparty Counterparty] shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, the Trust Agreement [or any Swap Agreement], as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 [30] days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any Payment Distribution Date occurring on or after the Group I Initial Purchase Date, the Residual Holder Servicer shall have the option to purchase the Pool I Mortgage Loans, any REO Property and any other property remaining in the Trust Estate for a price equal to the Pool I Termination Price. The Master Servicer and the Servicer will be reimbursed from the Pool I Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, relating to the Pool I Mortgage Loans, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, Trustee and the Custodian and the Swap Counterparty shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, Agreement or the Custodial Agreement, the Trust Agreement or any Swap Agreement, as applicable, relating to the Pool I Mortgage Loans. If such option is exercised, the Trust payment of the Pool I Termination Price will be terminated resulting result in a mandatory redemption of the NotesGroup I Certificates. 156 On any Distribution Date occurring on or after the Group II Initial Purchase Date, the Servicer shall have the option to purchase the Pool II Mortgage Loans, any REO Property and any other property remaining in the Trust Estate for a price equal to the Pool II Termination Price. The Residual Holder Master Servicer and the Servicer will be reimbursed from the Pool II Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, relating to the Pool II Mortgage Loans, and the Securities Administrator, the Trustee and the Custodian shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement or the Custodial Agreement, as applicable, relating to the Pool II Mortgage Loans. If such option is exercised, the payment of the Pool II Termination Price will result in a mandatory redemption of the Group II Certificates. If both purchase options are exercised by the Servicer, the Trust will be terminated. The Servicer shall deliver written notice of its intention to exercise any such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 days prior to the applicable Payment Distribution Date. If the Residual Holder Servicer fails to exercise such the option to purchase the Pool II Mortgage Loans on the Pool II Initial Purchase Date, the Note Group II Certificate Interest Rate for each Class of Notes Group II Certificates will be increased as set forth in the table in the Preliminary Statement herein beginning on the Group II Step-up Date and for each Payment Distribution Date thereafter. In connection with such purchase, the Residual Holder Servicer shall direct the Servicer to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) On any the Payment Date occurring following the Determination Date on or after which the Initial Purchase Aggregate Collateral Balance is less than [20]% of the Aggregate Collateral Balance as of the Cut-off Date, the Residual Holder _____________________________ acting directly or through one or more Affiliates, shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees, Master Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Trust Administrator, the Owner Trustee, Trustee and the Indenture TrusteeTrustee (including in its capacity as Custodian, the Custodian and the Swap Counterparty if applicable) shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement (to the extent not paid by the Seller pursuant to the Custodial Agreement, ) or the Trust Agreement or any Swap Agreement, as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Trust Administrator, the Indenture Trustee and the Master Servicer not less than 30 [15] days prior to the applicable Payment Date. If the Residual Holder _____________________ fails to exercise such option on prior to the Initial Purchase Stepup Date, the Note Interest Rate for each Class class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Stepup Date and for each Payment Date thereafter. _____________________ shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than [ten] days prior to the applicable Payment Date. In connection with such purchase, the Residual Holder _____________________ shall direct the Servicer to remit to the Master Servicer Trust Administrator all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.

Termination Prior to Maturity Date; Optional Redemption. (a) [On any Payment Date occurring on or after the Initial Purchase Date, the Residual Holder shall have the option to purchase the Mortgage Loans, any REO Property and any other property remaining in the Trust for a price equal to the Termination Price. The Master Servicer and the Servicer Servicer[s] will be reimbursed from the Termination Price for any outstanding Monthly Advances, Servicing Advances and unpaid Servicing Fees and other amounts not previously reimbursed pursuant to the provisions of this Agreement, as applicable, and the Securities Administrator, the Owner Trustee, the Indenture Trustee, the Custodian [and the Swap Counterparty Counterparty] shall be reimbursed for any previously unreimbursed amounts for which they are entitled to be reimbursed pursuant to this Agreement, the Indenture, the Custodial Agreement, the Trust Agreement [or any Swap Agreement], as applicable. If such option is exercised, the Trust will be terminated resulting in a mandatory redemption of the Notes. The Residual Holder shall deliver written notice of its intention to exercise such option to the Issuer, the Securities Administrator, the Indenture Trustee and the Master Servicer not less than 30 [30] days prior to the applicable Payment Date. If the Residual Holder fails to exercise such option on the Initial Purchase Date, the Note Interest Rate for each Class of Notes will be increased as set forth in the table in the Preliminary Statement herein beginning on the Step-up Date and for each Payment Date thereafter. In connection with such purchase, the Residual Holder shall direct the Servicer Servicer[s] to remit to the Master Servicer all amounts then on deposit in the Custodial Account (other than amounts permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to the Collection Account.