Common use of Optional Repurchase Clause in Contracts

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, accrued but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool One Supplement and such Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if Trust or the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding such Series or Class of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; providedtime (or such other percentage as shall be specified from time to time by the Transferor), however, that but in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any such Series is still Outstanding; provided, however, that if such Class of Notes redeemed is of a Subordinated Class of Notes, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series or Class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, a Series or Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class Series or TrancheClass, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Series or Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class such Series or TrancheClass, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Series or Class or Tranche will be applied to make the principal and interest payments on that Series, Series or Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class Series or Tranches Classs will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Trust or the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Transferor); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Transferor will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to cause the Issuer to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of the Notes of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not cause the Issuer to redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to cause the Issuer to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Aggregate Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes Series, Class or Tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series, Class or more of the Initial Dollar Principal Amount of any Series Tranche of Notes is Outstandingof a Subordinated Class, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Note until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders Noteholders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or such Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or such Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor Servicer (but only if as defined in the Transferor is the Servicer applicable Indenture Supplement) or an any Affiliate of the Servicer) thereof has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments payments, if any, on such that day) of all Outstanding Series of Notes such Series, Class or Tranche is reduced to less than 105% of the sum of the highest Outstanding Dollar Principal Amount of each (or such Series at other percentage as shall be specified from time to time by such Servicer or any timeAffiliate thereof, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, such Servicer or any Affiliate thereof will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor such Servicer or any Affiliate thereof elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each such Series, Class or Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in In addition to the applicable Indenture Supplement for a Series, Class or Tranche payment of Notesany Optional Repayment Amounts pursuant to Section 4.07, the Transferor (but only if Seller shall have the Transferor is the Servicer or an Affiliate of the Servicer) has the rightoption, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day Distribution Date on which the aggregate Outstanding Dollar Principal Class A Invested Amount is $10,000,000 or less, to purchase the entire Class A Certificateholders' Interest, by depositing to the Series 1997-1 Trustee's Account on such Distribution Date in immediately available funds not later than 12:00 noon, New York City time, a purchase price (determined after giving effect to all payments any payment of principal and interest on such dayDistribution Date) of all Outstanding Series of Notes is reduced equal to less than 10% of the sum of (i) the highest Outstanding Dollar Principal Class A Invested Amount on such Distribution Date, plus (ii) the amount of each Class A Monthly Interest relating to such Series at Distribution Date and any timeClass A Monthly Interest previously due and not paid and any Class A Additional Interest, plus (iii) the amount of any accrued and unpaid Program Fees, Administration Fees, Other Fees and Breakage Costs, plus (iv) the amount of accrued and unpaid Monthly Servicing Fee as of such Distribution Date, plus (v) all other amounts owing to the Class A Certificateholders under any Transaction Document (such purchase price being the "Repurchase Price"); provided, however, that in no event if the Series 1992-1 Certificates or the Series 1993-1 Certificates are outstanding, the Seller may not make such Optional Repurchase pursuant to this Section 4.07. The Seller shall such optional redemption occur if 25% or more give the Servicer, the Trustee and the Class A Certificateholders at least ten days prior written notice of the Initial Dollar Principal Amount of any Series of Notes is Outstandingdate on which the Seller intends to exercise such option to purchase. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior The funds deposited to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% Series 1997-1 Trustee's Account as payment of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid Repurchase Price shall be allocated and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject distributed pursuant to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance V with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with other Series 1997-1 Collections received during the related Indenture SupplementCollection Period preceding such Distribution Date.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% [10]% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor [Servicer] is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, accrued but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided In connection with the termination of the Issuer’s Secured Liquidity Notes program (other than a termination through the replacement of such program with a facility having substantially similar terms; any such replacement facility may be deemed to have substantially similar terms even though interest rate spreads may differ), and repayment of all of the Senior Notes and upon satisfaction of the requirements included in the applicable Indenture Supplement for a SeriesProgram Documents (including the payment of any amounts due and owing to the Senior Secured Parties), Class or Tranche of the Series 2006-A Subordinated Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem together with all Outstanding other outstanding Series of Notes Subordinated Notes, may be repurchased (an “Optional Repurchase”), in whole but not in part part, by the Issuer on any day on or after Payment Date upon not more than sixty (60) nor less than thirty (30) days’ prior notice to the day on which Subordinated Noteholders at a price equal to the aggregate Outstanding Dollar outstanding Principal Amount (after giving effect thereof together with any accrued and unpaid interest thereon, any Interest Shortfall and interest thereon to all payments on such day) the date of repurchase and the aggregate amount of all Outstanding Series of Notes is reduced to less than 10% Principal Amount Charge-Offs that have not been reinstated (unless each holder of the sum Series 2006-A Subordinated Notes waives the payment of such Principal Amount Charge-Offs); provided, that the highest Outstanding Dollar Issuer shall effect an Optional Repurchase at the written request of any Swap Counterparty given no earlier than the sixtieth (60th) day following the date that the last Mortgage Loan has been sold and all the Senior Notes have been satisfied following a Termination Event at a purchase price equal to the aggregate outstanding Principal Amount of each the Subordinated Notes of all Series on such Series at any time; providedPayment Date, however, that in no event shall such optional redemption occur if 25% or more of plus accrued and unpaid interest on the Initial Dollar unpaid aggregate Principal Amount of the Subordinated Notes of all Series and any Series of Notes is Outstanding. If the Transferor elects Interest Shortfalls and interest thereon to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementrepurchase.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a Subordinated Class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding account or sub-accounts, as applicable, for the Senior Classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Seriesseries, Class class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche series, class or tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Seriessuch series, Class class or Tranche tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Seriessuch series, Class class or Tranchetranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocationsallocation, deposits deposit and payments sections payment provisions of this Indenture and the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Seriesseries, Class class or Tranche tranche will be applied to make the principal and interest payments on that Seriesseries, Class class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Seriesseries, Class classes or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid Asset Pool Supplement and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the ------------------- applicable Indenture Supplement or terms document for a Series, Class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur tranche of -------- ------- Notes is of a subordinated class, the Issuer will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any Series such subordinated Note until a level of prefunding of the principal funding sub- accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is Outstandingno longer required to provide subordination protection for the senior classes of that series. Notes of that series with less than the applicable Required Subordinated Amount. If the Transferor Issuer elects to redeem the a tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class or Tranche a tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits Article V and payments sections of the related Indenture Supplement. --------- If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture SupplementSupplement and terms document. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a Subordinated Class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding account or sub-accounts, as applicable, for the Senior Classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Seriesseries, Class class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche series, class or tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Seriessuch series, Class class or Tranche tranche of Notes will thereafter be made on each following Distribution Date until either the Outstanding Dollar Principal Amount principal amount of each Seriessuch series, Class class or Tranchetranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocationsallocation, deposits deposit and payments sections payment provisions of this Indenture and the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Seriesseries, Class class or Tranche tranche will be applied to make the principal and interest payments on that Seriesseries, Class class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Seriesseries, Class classes or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Administrator has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments payments, if any, on such that day) of all Outstanding Series of Notes such Series, Class or Tranche is reduced to less than 10% of the sum [5%] of the highest Outstanding Dollar Principal Amount of each (or such Series at any timeother percentage as shall be specified from time to time by the Administrator, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Administrator will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Administrator elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each such Series, Class or Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Collateral Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes or Class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series or more of the Initial Dollar Principal Amount of any Series Class of Notes is Outstandingof a subordinated Class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a senior Class of Notes is no longer required to provide subordination protection for the senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series or Class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, a Series or Class or Tranche so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or TrancheClass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor [Servicer] is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Class or Tranche of Notes will shall thereafter be made until either the Outstanding Dollar 81 Principal Amount of each Series, Class or Tranchesuch Class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Final Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will shall be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will Classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Indenture Trustee to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes or Class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series or more of the Initial Dollar Principal Amount of any Series Class of Notes is Outstandingof a subordinated Class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a senior Class of Notes is no longer required to provide subordination protection for the senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series or Class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, a Series or Class or Tranche so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or TrancheClass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Class or Tranche of Notes will shall thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch Class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Final Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will shall be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will Classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the ------------------- applicable Indenture Supplement or terms document for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a -------- ------- subordinated class, the Issuer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Issuer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits Article V and payments sections of the related Indenture Supplement. --------- If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII V and the allocations, deposits and --------- payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture SupplementSupplement and terms document. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to cause the Issuer to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not cause the Issuer to redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to cause the Issuer to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will shall thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will class shall be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided In connection with the termination of the Issuer’s Secured Liquidity Notes program (other than a termination through the replacement of such program with a facility having substantially similar terms; any such replacement facility may be deemed to have substantially similar terms even though interest rate spreads may differ), and repayment of all of the Senior Notes and upon satisfaction of the requirements included in the applicable Indenture Supplement for a SeriesProgram Documents (including the payment of any amounts due and owing to the Senior Secured Parties), Class or Tranche of the Series 2005-A Subordinated Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem together with all Outstanding other outstanding Series of Notes Subordinated Notes, may be repurchased (an “Optional Repurchase”), in whole but not in part part, by the Issuer on any day on or after Payment Date upon not more than sixty (60) nor less than thirty (30) days’ prior notice to the day on which Subordinated Noteholders at a price equal to the aggregate Outstanding Dollar outstanding Principal Amount (after giving effect thereof together with any accrued and unpaid interest thereon, any Interest Shortfall and interest thereon to all payments on such day) the date of repurchase and the aggregate amount of all Outstanding Series of Notes is reduced to less than 10% Principal Amount Charge-Offs that have not been reinstated (unless each holder of the sum Series 2005-A Subordinated Notes waives the payment of such Principal Amount Charge-Offs); provided, that the highest Outstanding Dollar Issuer shall effect an Optional Repurchase at the written request of any Swap Counterparty given no earlier than the sixtieth (60th) day following the date that the last Mortgage Loan has been sold and all the Senior Notes have been satisfied following a Termination Event at a purchase price equal to the aggregate outstanding Principal Amount of each the Subordinated Notes of all Series on such Series at any time; providedPayment Date, however, that in no event shall such optional redemption occur if 25% or more of plus accrued and unpaid interest on the Initial Dollar unpaid aggregate Principal Amount of the Subordinated Notes of all Series and any Series of Notes is Outstanding. If the Transferor elects Interest Shortfalls and interest thereon to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementrepurchase.