Common use of Termination Upon Option of Owners of Class R Certificates Clause in Contracts

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date on or after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, purchase and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and such Owners of Class R Certificates, or (ii) in the absence of such an agreement at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remit. remit plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement; provided, that in any case such price shall not be less than the then outstanding Class A Certificate Principal Balance plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement.. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 102 109 (b) In the event that the Owners of the Class R Certificates purchase all Home Equity Loans and each REO Property remaining in the Trust Estate pursuant to Section 9.02(a), the Trust Estate shall be terminated in accordance with the following additional requirements:

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date on or after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding or, in the absence of a determination by such Owners, the Certificate Insurer may determine to purchase, in whole only, purchase and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and the Owners of such Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 105

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and such Owners of Class R Certificates, or (ii) in the absence of such an agreement at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remitremit plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement; provided, that in any case such price shall not be less than the then outstanding Class A Certificate Principal Balance plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 102

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remitremit plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement; provided, that in any case such price shall not be less than the then outstanding Class A Certificate Principal Balance plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 101

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date on or after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding or, in the absence of a determination by such Owners, the Certificate Insurer may determine to purchase, in whole only, purchase and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and the Owners of such Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 92

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date on or after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding or, in the absence of a determination by such Owners, the Certificate Insurer may determine to purchase, in whole only, purchase and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and the Owners of such Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remitremit plus any amounts due and owing to the Certificate Insurer under the Insurance Agreement, provided that any such purchase price pursuant to clause (i) or (ii) shall be sufficient to pay the Outstanding Certificate Principal Balance of and accrued and unpaid interest on the outstanding Class A and Class B Certificates, plus the Class B Unpaid Realized Loss Amount plus any amounts due and owing the Certificate Insurer under the Insurance Agreement. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. In connection with any such purchase, such Owners of the Class R Certificates shall unanimously direct the Trustee to adopt and the Trustee shall adopt, as to REMIC, a plan of complete liquidation of all Home Equity Loan as contemplated by Section 860F(a)(4) of the Code and shall provide to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters acceptable to the Trustee and the Certificate Insurer to the effect that such purchase and liquidation constitutes, as to the REMIC, a Qualified Liquidation. In addition, such Owners of the Class R Certificates shall provide to the Trustee and the Certificate Insurer an opinion of counsel acceptable to the Trustee and the Certificate Insurer to the effect that such purchase and liquidation does not constitute a preference payment pursuant to the United States Bankruptcy Code. The purchase option reserved to the Owners of a majority of the Percentage Interests represented by the Class R Certificates may be exercised by the Certificate Insurer if (i) not exercised by such owners and (ii) the Servicer as of the Closing Date is no longer the Servicer hereunder. Promptly following any purchase described in this Section 9.02, the Trustee will release the Files to the Owners of such Class R Certificates or the Certificate Insurers, as the case may be, or otherwise upon their order, in a manner similar to that described in Section 8.14 hereof.

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remit; provided, that in any case such price shall not be less than the then outstanding Class A Certificate Principal Balance. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate (i) on terms agreed upon between the Certificate Insurer and such Owners of the Class R Certificates, or (ii) in the absence of such an agreement, at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Adjusted Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and Delinquency Advances which the Servicer has theretofore failed to remitremit plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement; provided, that in any case such price shall not be less than the then outstanding Class A Certificate Principal Balance plus all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.. 98

Termination Upon Option of Owners of Class R Certificates. (a) On any Monthly Remittance Date on or after the Clean-Up Call Date, the Owners of a majority of the Percentage Interests represented by the Class R Certificates then outstanding may determine to purchase, in whole only, purchase and may cause the purchase from the Trust of all (but not fewer than all) Home Equity Loans and all property theretofore acquired in respect of any Home Equity Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to (x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the related Home Equity Loans and (y) in the case of REO Properties, the appraised value of such properties (such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee) as of the day of purchase minus amounts remitted from the Principal and Interest Account to the Certificate Account representing collections of principal on the Home Equity Loans during the current Remittance Period, plus one month's interest on such amount computed at the Termination Date Pass-Through Rate, plus all accrued and unpaid Servicing Fees plus the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.