Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) At the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Co-Issuers shall retire the Company’s Notes in the event that the Servicer exercises its option, subject to the Notes may consent of the members of the Sellers, to purchase all of the Loans from the Co-Issuers, the proceeds of which will be redeemedused to retire the Notes, in whole at any time on or in part from time to time, after the Payment Date on at least 10 days’ but no more than 30 days’ prior written notice mailed to which the registered Holders Aggregate Principal Balance of the Outstanding Notes (prior to any principal payments to be redeemedmade on such Payment Date) is less than or equal to twenty percent (20%) of the Aggregate Principal Balance of the Outstanding Notes on the Closing Date. (b) If The aggregate redemption price for the Company elects remaining Loans (together with all other Purchased Assets relating thereto) in connection with exercise of the option described in clause (a) will be equal to the sum of (i) the aggregate Loan Principal Balance of each remaining Loan, plus accrued and unpaid interest thereon and (ii) any expenses, indemnification amounts or other reimbursements owed to the Indenture Trustee, the Servicer, the Custodian, the Loan Trustees, the Paying Agent, the Note Registrar or the Back-up Servicer, and in any event must be at least equal to the amount necessary to redeem the Notes in full on the final Payment Date in accordance with Section 8.06. (c) The Co-Issuers may, at their option, redeem the Notes in whole on any Payment Date on or after the Payment Date occurring in October 2015. With respect to any redemption of Notes occurring on or after the Payment Date occurring in October 2015 but prior to the Par Call DatePayment Date in October 2016, the Company will pay a redemption price equal to for any Class of Notes shall be the greater of: sum of (i) 100% of the outstanding principal amount balance of the Notes of the applicable Class to be redeemed; and , plus (ii) in the case of Class A Notes, Class B Notes, Class C Notes or Class D Notes, the applicable Specified Call Premium Amount for such Notes, plus (iii) accrued and unpaid interest and fees in respect of such Notes. With respect to any redemption of Notes occurring on or after the Payment Date occurring in October 2016, the redemption price for any Class of Notes shall be the sum of the present value (i) 100% of the Remaining Scheduled Payments outstanding principal balance of principal and interest thereon that would be due if the Notes matured on of the Par Call Date applicable Class to be redeemed, plus (exclusive of interest accrued to the Redemption Dateii) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interestinterest and fees in respect of such Notes. The payment of any redemption price and the determination of any Specified Call Premium Amount will be based on the Note Balance of the Notes after payments are made in respect of the Loans and application, if any, of amounts on deposit in the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record Reserve Account on the relevant Record Date to receive interest due on the relevant Interest Payment Date)such redemption date. (d) In order to redeem Notes as set forth in clause (a) or (c) If above, the Company elects Co-Issuers (in such capacity, the “Redeeming Party”), shall provide written notice of its exercise of such option to redeem the Indenture Trustee and Note Registrar at least fifteen (15) days (or such shorter period as may be acceptable to the Note Registrar) prior to its exercise. Following receipt of such notice, the Note Registrar, shall provide written notice to the applicable Noteholders of the proposed final payment on the Notes; provided, however, that such notice may and shall be revoked upon direction of the Co-Issuers at any time prior to the deposit of the Redemption Price with the Paying Agent as described below in this Section 8.07(d). Such notice to Noteholders shall to the extent practicable be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the principal amount, any Specified Call Premium Amount and any interest due with respect to such Note at the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Par Call Stated Maturity Date or any such other final Payment Date. Prior to 10:00 a.m., New York City time on the Payment Date on which such purchase or redemption is to be made, the Company will pay a redemption price equal to 100% Redeeming Party shall deposit the Redemption Price, including any applicable Specified Call Premium Amount, with the Paying Agent, who shall, on such Payment Date after receipt of the principal amount funds, apply such funds to make payments of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject all amounts owing to the right transaction parties, pursuant to any Transaction Document and make final payments of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of principal and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 8.06 hereof and this Indenture shall be discharged subject to the procedures provisions of DTC. No Notes of $1,000 or less will be redeemed in partSection 4.01 hereof. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 15 days’ but no more than 30 45 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior Prior to the Par Call Date, the Company Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 50 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on . On or after the Par Call Date, the Company Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption price. (dc) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Servicer shall have the Company’s optionoption to purchase the Mortgage Loans and REO Property on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate purchase price will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the purchase, the Notes may Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be redeemedmade solely in reliance on an appraisal by an Independent appraiser as provided above), in whole each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any time or in part from time unpaid Servicing Fees allocable to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the registered Holders Swap Provider then remaining unpaid or which is due to the exercise of such option (the “Redemption Price”); provided, however, that the Servicer will not be permitted to purchase the Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be redeemedrequired to be made by the Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) If In order to exercise the Company elects foregoing option, the Servicer shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Servicer shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date in accordance with Section 3.05(b) and (exclusive of interest accrued c) hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsIndenture Trustee, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Servicer is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Servicer with the Indenture Trustee shall be immediately returned to 100% the Servicer in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 15 days’ but no more than 30 45 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior Prior to the Par Call Date, the Company Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 15 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on . On or after the Par Call Date, the Company Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption price. (dc) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

Optional Redemption of the Notes. (a) At the Company’s The Seller may, at its option, redeem the Notes may be redeemedon any Payment Date on or after the Optional Redemption Date, by purchasing (on a servicing-retained basis), on such Payment Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (I) the sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Seller and at the Seller’s expense and (B) the Principal Balance of the Mortgage Loan related to such REO Property plus (y) in each case, the greater of (i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ accrued interest thereon at a rate equal to the Loan Rate, in whole at each case net of the Servicing Fee and the Master Servicing Fee and (z) any time or Swap Termination Payment to the Swap Provider and any previous swap provider as of such redemption date (including a Swap Termination Payment owed to the Swap Provider in part from time to timeconnection with such optional redemption) (the “Redemption Price”) and (II) the sum of (a) the fair market value of the assets of the Trust, (b) the greater of (i) the aggregate amount of accrued and unpaid interest on at least 10 the Mortgage Loans through the related Due Period and (ii) thirty (30) days’ but no more than 30 days’ prior written notice mailed accrued interest thereon at a rate equal to the registered Holders Loan Rate, in each case net of the Servicing Fee and the Master Servicing Fee and (c) any Swap Termination Payment to the Swap Provider and any previous swap provider as of such redemption date (including a Swap Termination Payment owed to the Swap Provider in connection with such optional redemption); provided, however, that the Seller hereby covenants and agrees not to exercise its rights under this Section 8.07 on any Payment Date unless the Redemption Price is sufficient to redeem in full all of the Class N Notes (including all accrued and unpaid interest thereon). Following an optional redemption of the Notes and a purchase of the Mortgage Loans and any REO Properties pursuant to this Section 8.07, the Servicer shall be redeemedentitled to receive the Servicing Fee as compensation for its continued servicing of such Mortgage Loans and REO Properties. (b) If In order to exercise the Company elects foregoing option, the Seller shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Seller is not sufficient to make such redemption or such redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Seller with the Securities Administrator shall be immediately returned to the greater ofSeller in full and shall not be used for any other purpose or be deemed to be part of the Trust. (c) In connection with any redemption pursuant to this Section 8.08: (i) 100% At least twenty (20) days prior to the latest date on which notice of such optional redemption is required to be mailed to the Noteholders, the Seller shall notify in writing (which may be done in electronic format) the Swap Provider and the Securities Administrator of the principal final Payment Date on which the Seller intends to redeem the Notes; (ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Payment Date specified in the notices required pursuant to Section 8.08, the Swap Provider shall notify in writing (in accordance with the applicable provisions of the Interest Rate Swap Agreement) (which may be done in electronic format) and by phone, the Seller and the Securities Administrator of the amount of the Notes to be redeemedEstimated Swap Termination Payment; and (iiiii) Three (3) Business Days prior to the final Payment Date specified in the notices required pursuant to Sections 8.07, (x) the Seller shall, no later than 1:00 pm (New York City time) on such day, deliver to the Securities Administrator and the Securities Administrator shall deposit funds in the Payment Account in an amount equal to the sum of the present value Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Securities Administrator shall have received an Officer’s Certificate stating that all of the Remaining Scheduled Payments of principal and interest thereon that would be due if requirements for optional redemption have been met, including without limitation the Notes matured on the Par Call Date (exclusive of interest accrued deposit required pursuant to the Redemption Dateimmediately preceding clause (x) discounted to as well as the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at requirements specified in Section 8.08, then the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if anySecurities Administrator shall, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a same Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due provide written notice (which may be done in electronic format) to the delay. Seller and the Swap Provider (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures applicable provision of DTCthe Interest Rate Swap Agreement) confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements specified in Section 8.08 have been met (the “Optional Redemption Notice”). No Notes Upon the delivery of $1,000 or less will be redeemed in part. (f) In the case of any redemptionOptional Redemption Notice by the Securities Administrator pursuant to the preceding sentence, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of optional redemption and ending on the close of business on that day of mailing; or shall become irrevocable, (ii) if the Company has called notice to Noteholders of such optional redemption provided pursuant to Section 8.08 shall become unrescindable, (iii) the Note for redemption Swap Provider shall determine the Swap Termination Payment in whole or accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Securities Administrator written notice of the amount of the Swap Termination Payment not later than two (2) Business Days prior to the final Payment Date specified in part, except the unredeemed portion of any Note being redeemed in partnotices required pursuant to Sections 8.08.

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

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to purchase the Notes may be redeemedassets of the Trust and thereby cause the redemption of the Notes, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed towhole, but excludingnot in part, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date, the Company will pay a . The aggregate redemption price (the "Redemption Price") for the Notes will be equal to 100% of the principal amount aggregate outstanding Note Principal Balance of the Notes redeemedas of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, plus together with accrued and unpaid interest, if any, to, but excluding, interest thereon at the Redemption applicable Note Interest Rate through such Payment Date (subject including any related Unpaid Interest Shortfall, Basis Risk Shortfall Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount), plus an amount sufficient to pay in full all amounts owing to the right Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record on the relevant Record Date to receive interest due on Issuer by the relevant Interest Payment Date)Indenture Trustee) and the Master Servicer. (db) If money sufficient In order to pay exercise the foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Issuer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption price is to be made, deposit the Redemption Price specified in (a) above with the Indenture Trustee, who shall deposit the Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (or portions thereof) in accordance with Section 3.05 hereof and payment to be redeemed on the Redemption Date is deposited with the Indenture Trustee or Paying Agent on or before the Redemption Date and the other conditions Master Servicer as set forth in Article 11 (a) above, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture are satisfied, then on Trust Estate and after (b) the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all Note Principal Balance of the Notes are shall continue to be redeemed bear interest at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in partrelated Note Interest Rate. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s optionoption to purchase the assets of the Trust related to Loan Group I and thereby redeem the Class I-A Notes on or after the Payment Date on which the Stated Principal Balance of the related Mortgage Loans, and properties acquired in respect thereof has been reduced to less than 10% of the sum of the Group I Cut-off Date Balance. The Majority Certificateholder shall have the option to purchase the assets of the Trust related to Loan Group I and thereby redeem the Class I-A and Class I-M Notes on or after the Payment Date on which the Stated Principal Balance of the Mortgage Loans, and properties acquired in respect thereof has been reduced to less than 10% of the sum of the Group I Cut-off Date Balance; provided, however, that no such optional termination may be redeemed, in whole at exercised unless an opinion has been rendered by nationally recognized tax counsel that such optional termination will not adversely affect the characterization as indebtedness of any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders class of the Notes to be redeemedcurrently outstanding. (b) The Majority Certificateholder shall have the option to purchase the HELOC Mortgage Loans and thereby redeem the Class II-A Notes on any Payment Date on or after the Payment Date on which the Note Principal Balance of the Class II-A Notes declines to 10% or less of the Note Principal Balance of the Class II-A Notes on the Closing Date. If the Company elects Majority Certificateholder fails to redeem the Notes prior to the Par Call Dateexercise this right, the Company will pay a redemption price equal to Insurer may purchase the greater of: (i) 100% HELOC Mortgage Loans 60 days after the Payment Date on which the Note Principal Balance of the principal amount Class II-A Notes declines to 10% or less of the Notes to be redeemed; and (ii) the sum Note Principal Balance of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Class II-A Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Closing Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If The aggregate redemption price (the Company elects to redeem “Redemption Price”) for the Notes on or after the Par Call Date, the Company in connection with any termination pursuant to clause (a) above will pay a redemption price be equal to 100% of the principal amount aggregate outstanding Note Principal Balance of the related Notes redeemed, plus and accrued and unpaid interestinterest thereon (including any related Unpaid Interest Shortfall, if any, to, but excludingNet WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes are redeemed in full together with all amounts due and owing to the RMBS Master Servicer, the Redemption Date Securities Administrator, the Grantor Trustee and the Indenture Trustee under this Indenture or any other applicable Basic Document (subject to which amounts shall be specified in writing upon request of the right of Holders of record on Issuer by the relevant Record Date to receive interest due on Indenture Trustee, the relevant Interest Payment DateSecurities Administrator, the related Servicer or the RMBS Master Servicer, as applicable). (d) If money sufficient to pay the The aggregate redemption price (the “Class II-A Redemption Price”) for the Notes in connection with any termination pursuant to clause (b) above will be equal to 100% of the aggregate outstanding Note Principal Balance of the related Notes plus and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes (or portions thereof) are redeemed in full together with all amounts due and owing to be redeemed on the Redemption Date is deposited with applicable Servicer, the Securities Administrator, the Grantor Trustee, the Indenture Trustee or Paying Agent on or before the Redemption Date and the Insurer under this Indenture, the Insurance Policy or any other conditions set forth applicable Basic Document (which amounts shall be specified in Article 11 writing upon request of the Base Issuer by the Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business DayTrustee, the Company will pay Securities Administrator, the redemption price on related Servicer or the next Business Day without any interest or other payment due to the delayInsurer, as applicable). (e) If fewer than all of In order to exercise the foregoing option with respect to the Notes are other than the Class II-A Notes, the Majority Certificateholder shall provide written notice of its exercise of such option and the Redemption Price to be redeemed the Indenture Trustee, the Securities Administrator, the Issuer, the Grantor Trustee, the Owner Trustee, the RMBS Master Servicer and the applicable Servicer at any time, not more than 45 least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the applicable Noteholders of the final payment on the applicable Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the Redemption DatePrice specified in (c) above with the Indenture Trustee, who shall deposit the particular Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Sections 3.05 or 3.06, as applicable, hereof and payment to the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemptionIndenture Trustee, the Security Registrar will Grantor Trustee and the RMBS Master Servicer as set forth in (c) above and payments in full to the Insurer for all amounts owing under the Insurance Policy, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or as the Indenture Trustee is notified such redemption cannot be required completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to register the transfer Majority Certificateholder in full and shall not be used for any other purpose or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing be deemed to be part of the relevant Trust Estate and (b) the Note Principal Balance of the applicable Notes shall continue to bear interest at the related Note Interest Rate. In order to exercise the foregoing option with respect to the Class II-A Notes, the Majority Certificateholder shall provide written notice of redemption its exercise of such option and ending the Class II-A Redemption Price to the Indenture Trustee, the Securities Administrator, the Issuer, the Owner Trustee, the HELOC Servicer and the HELOC Back-Up Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the Class II-A Noteholders of the final payment on the close Class II-A Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the Class II-A Redemption Price specified in (e) above with the Indenture Trustee, who shall deposit the Class II-A Redemption Price into the Payment Account and shall, on the Payment Date after receipt of business the funds, apply such funds to make final payments of principal and interest on that day the Notes in accordance with Section 3.07 hereof and payment to the Indenture Trustee, the Securities Administrator, the Grantor Trustee and the HELOC Servicer as set forth in (e) above and payments in full to the Insurer for all amounts owing under the Insurance Policy, and this Indenture shall be discharged subject to the provisions of mailing; or Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or as the Indenture Trustee is notified such redemption cannot be completed for any reason, (iia) if the Company has called amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate and (b) the Note for redemption in whole or in part, except Principal Balance of the unredeemed portion of any Class II-A Notes shall continue to bear interest at the related Note being redeemed in partInterest Rate.

Optional Redemption of the Notes. (a) At The Seller shall have the Company’s optionoption to redeem the Notes in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date, provided that (i) the consent of the Note Insurer will be required if such Optional Redemption will cause a claim under the Note Policy or if any amount owed to the Note Insurer will not be fully reimbursed after the redemption and (ii) the consent of the Pool Insurer will be required if any amount owed to the Pool Insurer will not be fully paid or reimbursed after the Option Redemption. The aggregate redemption price for the Notes will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Seller and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Seller and, to the extent that a Class of Class A Notes will not receive all amounts owed to it as a result of the redemption, the Notes may Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be redeemedmade solely in reliance on an appraisal by an Independent appraiser as provided above), in whole each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any time or in part from time unpaid Servicing Fees allocable to timesuch Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls, on at least 10 days’ but no more than 30 days’ prior written notice mailed amounts sufficient to pay all amounts owing to the registered Holders Note Insurer, the Pool Insurer and the Swap Provider (the "Redemption Price"). If the determination of the Notes fair market value of the Mortgage Loans and REO Properties shall be required to be redeemedmade by the Seller and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) If In order to exercise the Company elects foregoing option, the Seller shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Insurers and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Seller shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date in accordance with Section 3.05(b) and (exclusive of interest accrued c) hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excludingIndenture Trustee, the Redemption Date (Note Insurer, the Pool Insurer and the Swap Provider, and this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Seller is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Seller with the Indenture Trustee shall be immediately returned to 100% the Seller in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to redeem the Notes may be redeemedin whole, but not in whole at any time or in part from time to timepart, on at least 10 days’ but no more any Payment Date on or after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than 30 days’ prior written notice mailed or equal to 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be redeemedspecified by such Person in writing upon request of the Issuer, the Master Servicer and the Securities Administrator, as applicable), and any Swap Termination Payment payable to the Swap Provider as a result of a termination pursuant to this Section 8.07. (b) If In order to exercise the Company elects foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Owner Trustee, the Swap Provider and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued in accordance with Section 3.05 hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excludingSecurities Administrator, the Redemption Date (Master Servicer and the Swap Provider, and this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Majority Certificateholder is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to 100% the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

Optional Redemption of the Notes. (a) At the Company’s option, The Issuer shall retire the Notes may in the event that the Servicer exercises its optional purchase right pursuant to Section 2.09 of the Sale and Servicing Agreement to purchase all the remaining Sold Assets held by the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. The aggregate redemption price for the remaining Sold Assets in connection with the exercise of the option described in this clause (a) (the “Redemption Price”) will be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed equal to the registered Holders then aggregate fair market value of all of the Sold Assets as of the date which is five (5) Business Days prior to the Payment Date such option is exercised; provided that the option described in this clause (a) shall not be exercised unless the Redemption Price equals or exceeds the sum of (i) the amount necessary to redeem all of the Notes to be redeemed. in full (b) If the Company elects to redeem the Notes prior to the Par Call Dateincluding, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured Aggregate Note Principal Balance on the Par Call Record Date (exclusive of interest accrued to preceding the Redemption Datefinal Payment Date identified in Section 8.08(c) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, interest on the amount being redeemed each Class of Notes then Outstanding up to, but excluding, the Redemption final Payment Date) on the final Payment Date in accordance with Section 8.06 (subject taking into account all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the final Payment Date) and (ii) any expenses, indemnification amounts or other amounts owed to the right Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer. (b) The Issuer may redeem the Notes on any Payment Date on or after the Payment Date occurring in January 2018. The optional call amount in connection with the exercise of Holders the option described in this clause (b) (the “Optional Call Amount”) shall equal the result of record (i) 101% of the Aggregate Note Principal Balance on the relevant Record Date preceding the final Payment Date identified in Section 8.08(c), plus (ii) accrued and unpaid interest on each Class of Notes then Outstanding up to receive interest due but excluding the final Payment Date, plus (iii) any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer, minus (iv) all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the relevant Interest final Payment Date). (c) If In order to exercise its purchase option set forth in (a) or (b), the Company elects Servicer or the Issuer, as applicable (in such capacity, the “Redeeming Party”), shall provide written notice of its exercise of such option to redeem the Indenture Trustee and the Owner Trustee at least fifteen (15) days prior to the Payment Date on which it will exercise its option. Following receipt of such notice, the Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. Such notice to Noteholders shall, to the extent practicable, be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the aggregate outstanding principal amount and any interest due with respect to such Note on the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Par Call Date, Stated Maturity Date or any such other final Payment Date (provided the Company will pay a redemption price equal to 100% Issuer does not default in the payment of the principal amount of and interest due with respect to the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest such final Payment Date). . In addition, the Redeeming Party shall, not less than one (d1) If money sufficient Business Day prior to pay the proposed Payment Date on which such purchase or redemption price is to be made, deposit (or cause to be deposited) (i) into the Principal Distribution Account, the portion of the Redemption Price or the Optional Call Amount, as applicable, required to make the distributions required under Section 8.06(b)(ii) on such final Payment Date and (ii) into the Collection Account, the remaining portion of the Redemption Price or the Optional Call Amount, as applicable. The Indenture Trustee shall, on the Payment Date after receipt of the funds, apply such funds to make payments to all amounts owing to the transaction parties, pursuant to any Transaction Document and make final payments of principal of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 8.06, and this Indenture shall be discharged subject to the procedures provisions of DTC. No Notes of $1,000 or less will be redeemed in partSection 4.01. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Holder of the Company’s optionCertificates, or, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem the Notes may be redeemedin whole, but not in whole at any time or in part from time to timepart, on at least 10 days’ but no more any Payment Date on or after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than 30 days’ prior written notice mailed or equal to 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut- off Date. The aggregate redemption price for the Notes will be equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be redeemedspecified by such Person in writing upon request of the Issuer, the Master Servicer and the Securities Administrator, as applicable). (b) If In order to exercise the Company elects foregoing option, the Holder of the Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Holder of the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures instructions of DTCthe Securities Administrator and Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. No Notes If for any reason the amount deposited by the Holder of $1,000 the Certificates, or less will the Majority Certificateholder, as applicable is not sufficient to make such redemption or such redemption cannot be redeemed in part. (f) In the case of completed for any redemptionreason, the Security Registrar will amount so deposited by the Holder of the Certificates, or the Majority Certificateholder, as applicable with the Indenture Trustee shall be immediately returned to the Holder of the Certificates, or the Majority Certificateholder, as applicable in full and shall not be required used for any other purpose or be deemed to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing be part of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partTrust Estate.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to purchase the Notes may be redeemedassets of the Trust and thereby cause the redemption of the Notes, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed towhole, but excludingnot in part, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date, the Company will pay a . The aggregate redemption price (the “Redemption Price”) for the Notes will be equal to 100% of the principal amount aggregate outstanding Note Principal Balance of the Notes redeemedas of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, plus together with accrued and unpaid interest, if any, to, but excluding, interest thereon at the Redemption applicable Note Interest Rate through such Payment Date (subject including any related Basis Risk Shortfall Carry-Forward Amount and Net WAC Shortfall Carry-Forward Amount), plus an amount sufficient to pay in full all amounts owing to the right Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of Holders of record on the relevant Record Date to receive interest due on Issuer by the relevant Interest Payment Date)Indenture Trustee) and the Master Servicer. (db) If money sufficient In order to pay exercise the foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Issuer, the Owner Trustee and the Master Servicer at least 30 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption price is to be made, deposit the Redemption Price specified in (a) above with the Indenture Trustee, who shall deposit the Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (or portions thereof) in accordance with Section 3.05 hereof and payment to be redeemed on the Redemption Date is deposited with the Indenture Trustee or Paying Agent on or before the Redemption Date and the other conditions Master Servicer as set forth in Article 11 (a) above, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture are satisfied, then on Trust Estate and after (b) the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all Note Principal Balance of the Notes are shall continue to be redeemed bear interest at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in partrelated Note Interest Rate. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At Subject to Section 6.05, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to each series of Notes. (1) Each series of Notes shall be redeemable at any time and from time to time prior to the applicable Par Call Date for such series, in each case, in whole or in part, at the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a redemption price Redemption Price equal to the greater of: of (i) 100% of the aggregate principal amount of the such Notes to be redeemed; and and (ii) the sum of the present value values of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the current Treasury Rate plus 30 basis pointsthe Applicable Spread, less interest accrued to the date of redemption, plus, in the case of each caseof clause (i) and (ii), accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date for such Notes (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes At any time on or after the applicable Par Call DateDate of each series of Notes, such Notes shall be redeemable, in whole or in part, at the Company will pay Company’s election, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of Holders holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of On and accrued interest on the Notes (or portions thereof) to be redeemed on the after any Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 for a series of the Base Indenture are satisfied, then on and after the Redemption DateNotes, interest will cease to accrue on the such Notes (or such any portion thereof) thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. If any On or before the relevant Redemption Date is not for a Business Dayseries of Notes, the Company will shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the redemption price Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the next Business Day without any interest or other payment due to the delay. (eRedemption Date shall be an Interest Payment Date) accrued interest, if any. If fewer less than all of the Notes of a series are to be redeemed at any time, not more than 45 days prior to the Redemption Dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called of such series to be redeemed shall be selected in accordance with the procedures of DTC. No the Depositary; provided, however, that in no event shall Notes of a principal amount of $1,000 2,000 or less will be redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. (f) In the case Any redemption or notice of any redemptionredemption may, at the Security Registrar will Company’s discretion, be subject to one or more conditions precedent, including, but not be required to register the transfer limited to, completion of an equity offering or exchange Change of Control, issuance of indebtedness or other transaction or event. Notice of any Note: (i) during redemption in respect thereof shall be given prior to the completion thereof, may be partial as a period beginning 15 Business Days before the day result of mailing only some of the relevant notice of redemption conditions being satisfied, may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and ending on the close of business on that day of mailing; or (ii) may be rescinded at any time if the Company has called determines in its sole discretion that any or all of such conditions shall not be satisfied (or waived) by the Note for Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such notice that payment of the applicable Redemption Price and the performance of the Company’s obligations with respect to such redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partmay be performed by another Person.

Optional Redemption of the Notes. (a) At On the Company’s last day of any Monthly Period as of which the Pool Balance shall be less than or equal to 15% of the Original Pool Balance, the Seller shall have the option to (i) redeem the Notes in an amount sufficient to pay the full amount of principal and interest then due and payable on the Notes and the Certificates plus all fees and expenses due and owing (with the prior written consent of the Insurer if such redemption would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); and (ii) obtain the Trust Property, if any, in its capacity as the sole Certificateholder. To exercise such option, the Notes may be redeemed, Seller or the Servicer shall deposit pursuant to Section 5.6 in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed the Collection Account an amount equal to the registered Holders aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, if any, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Insurer and the Trustee, and shall succeed to all interests in and to the Trust. If the Seller or the Servicer exercises such option pursuant to this Section 11.1(a), the Servicer or the Seller shall comply with the notice requirements in Section 10.1(a) of the Notes to be redeemedIndenture. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a Upon any redemption price equal to the greater of: (i) 100% of the principal amount of the Notes pursuant to be redeemed; and (ii) the sum Section 9.1 of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excludingTrust Agreement, the Redemption Date Servicer shall instruct the Trustee to deposit the proceeds from such redemption after all payments and reserves therefrom (subject to including the right expenses of Holders of record on such redemption) have been made (the relevant Record Date to receive interest due on "Insolvency Proceeds") in the relevant Interest Payment Date)------------------- Collection Account. (c) If Notice of any termination of the Company elects Trust shall be given by the Servicer to redeem the Notes on or Owner Trustee, the Trustee, the Trust Collateral Agent, the Insurer and the Rating Agencies as soon as practicable after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Servicer has received notice thereof. (d) If money sufficient to pay Following the redemption price satisfaction and discharge of the Indenture, the payment in full of the principal of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business DayNotes, the Company will pay the redemption price on the next Business Day without any interest or other payment of all amounts due to the delay. (e) If fewer than all Insurer under the Insurance Agreement and to the Trustee and Trust Collateral Agent under the Indenture and this Agreement, the end of the Notes are to be redeemed at any time, not more than 45 days prior Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Trust Collateral Agent to the Redemption DateInsurer, the particular Notes or portions thereof for redemption from Certificateholders will succeed to the outstanding Notes not previously called shall be selected in accordance with rights of the procedures of DTC. No Notes of $1,000 or less Noteholders hereunder and the Owner Trustee will be redeemed in part. (f) In succeed to the case of any redemptionrights of, and assume the obligations of, the Security Registrar will not be required Trust Collateral Agent pursuant to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partthis Agreement.

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

Optional Redemption of the Notes. (a) At The Servicer (or an affiliate of the Company’s Servicer) may, at its option, purchase the Mortgage Loans in either Loan Group and redeem the Notes may be redeemedand the IX/N Interest or IIX/N Interest, in whole at any time or in part from time to timeas applicable, on the next succeeding Payment Date upon which the aggregate current Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable, is less than 10% of the aggregate Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable, as of the Cut-Off Date by purchasing all of the outstanding (i) Mortgage Loans in the related Loan Group at least 10 days’ but no more than 30 days’ prior written notice mailed a price equal to the registered sum of the outstanding Principal Balance of the related Mortgage Loans and except to the extent previously advanced by the Servicer, accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Collection Period preceding the final Payment Date plus unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees and Special Servicing Fees allocable to such Mortgage Loans and (ii) REO Properties in the related Loan Group at a price equal to their fair market value as determined in good faith by the Servicer (the "Redemption Price"). The Redemption Price for the Group II Notes must be sufficient to equal the sum of (a) 100% of the aggregate Note Balance then outstanding, (b) the aggregate of any Group II Allocated Realized Loss Amount on the Group II Notes remaining unpaid immediately prior to such Payment Date, (c) the aggregate of the Accrued Note Interest on the Group II Notes for such Payment Date, (d) the aggregate of any LIBOR Carryover Amounts on the Group II Notes for such Payment Date and (e) the aggregate of any Interest Carry Forward Amounts for such Payment Date. The Servicer will not be permitted to terminate the Mortgage Loans in Loan Group II unless the redemption price set forth in the previous sentence is paid to the Holders of the Notes Group II Notes. In connection with any such purchase pursuant to the preceding paragraph, the Servicer shall deliver to the Indenture Trustee for deposit in the Payment Account all amounts then on deposit in the Collection Account (less amounts permitted to be redeemedwithdrawn by the Servicer pursuant to Section 3.07), which deposit shall be deemed to have occurred immediately following such purchase. Any such purchase shall be accomplished by delivery to the Indenture Trustee for deposit into the Payment Account as part of Available Funds on the Determination Date before such Payment Date of the Termination Price. (b) If In order to exercise the Company elects to redeem the Notes prior to the Par Call Dateforegoing options, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any timeServicer shall, not more less than 45 15 days prior to the Redemption Dateproposed Payment Date on which such redemption is to be made, deposit the particular Notes aggregate redemption price specified in (a) above or portions thereof the aggregate redemption price for the partial redemption from the outstanding Notes not previously called shall be selected specified in accordance (b) above with the procedures of DTC. No Notes of $1,000 or less will be redeemed Indenture Trustee (and the Indenture Trustee shall deposit such funds in part. (f) In the case of any redemptionPayment Account), the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant and shall provide written notice of redemption its exercise of such option to the Indenture Trustee and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partOwner Trustee.

Optional Redemption of the Notes. (a) At the Company’s option, The Issuer shall retire the Notes may in the event that the Servicer exercises its optional purchase right pursuant to Section 2.09 of the Sale and Servicing Agreement to purchase all the remaining Sold Assets held by the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. The aggregate redemption price for the remaining Sold Assets in connection with the exercise of the option described in this clause (a) (the “Redemption Price”) will be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed equal to the registered Holders then aggregate fair market value of all of the Sold Assets as of the date which is five (5) Business Days prior to the Payment Date such option is exercised; provided that the option described in this clause (a) shall not be exercised unless the Redemption Price equals or exceeds the sum of (i) the amount necessary to redeem all of the Notes to be redeemed. in full (b) If the Company elects to redeem the Notes prior to the Par Call Dateincluding, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured Aggregate Note Principal Balance on the Par Call Record Date (exclusive of interest accrued to preceding the Redemption Datefinal Payment Date identified in Section 8.08(c) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, interest on the amount being redeemed each Class of Notes then Outstanding up to, but excluding, the Redemption final Payment Date) on the final Payment Date in accordance with Section 8.06 (subject taking into account all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the final Payment Date) and (ii) any expenses, indemnification amounts or other amounts owed to the right Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer. (b) The Issuer may redeem the Notes on any Payment Date on or after the Payment Date occurring in July 2016. The optional call amount in connection with the exercise of Holders the option described in this clause (b) (the “Optional Call Amount”) shall equal the result of record (i) 101% of the Aggregate Note Principal Balance on the relevant Record Date preceding the final Payment Date identified in Section 8.08(c), plus (ii) accrued and unpaid interest on each Class of Notes then Outstanding up to receive interest due but excluding the final Payment Date, plus (iii) any expenses, indemnification amounts or other amounts owed to the Indenture Trustee, the Account Bank, the Note Registrar, the Servicer, the Owner Trustee, the Depositor Loan Trustee, the Issuer Loan Trustee and the Back-up Servicer, minus (iv) all amounts of Available Funds and any other amounts then on deposit in the Note Accounts and available to be distributed pursuant to Section 8.06 on the relevant Interest final Payment Date). (c) If In order to exercise its purchase option set forth in (a) or (b), the Company elects Servicer or the Issuer, as applicable (in such capacity, the “Redeeming Party”), shall provide written notice of its exercise of such option to redeem the Indenture Trustee and the Owner Trustee at least fifteen (15) days prior to the Payment Date on which it will exercise its option. Following receipt of such notice, the Indenture Trustee shall provide written notice to the Noteholders of the final payment on the Notes. Such notice to Noteholders shall, to the extent practicable, be mailed no later than five (5) Business Days prior to such final Payment Date and shall specify that payment of the aggregate outstanding principal amount and any interest due with respect to such Note on the final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. No interest shall accrue on the Notes on or after the Par Call Date, Stated Maturity Date or any such other final Payment Date (provided the Company will pay a redemption price equal to 100% Issuer does not default in the payment of the principal amount of and interest due with respect to the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest such final Payment Date). . In addition, the Redeeming Party shall, not less than one (d1) If money sufficient Business Day prior to pay the proposed Payment Date on which such purchase or redemption price is to be made, deposit (or cause to be deposited) (i) into the Principal Distribution Account, the portion of the Redemption Price or the Optional Call Amount, as applicable, required to make the distributions required under Section 8.06(b)(ii) on such final Payment Date and (ii) into the Collection Account, the remaining portion of the Redemption Price or the Optional Call Amount, as applicable. The Indenture Trustee shall, on the Payment Date after receipt of the funds, apply such funds to make payments to all amounts owing to the transaction parties, pursuant to any Transaction Document and make final payments of principal of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with Section 8.06, and this Indenture shall be discharged subject to the procedures provisions of DTC. No Notes of $1,000 or less will be redeemed in partSection 4.01. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Seller shall have the Company’s optionoption to purchase the Mortgage Loans, and thereby redeem the Notes, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate purchase price for the Notes may will be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Rate through such Payment Date (including any related Net Rate Carryover and Interest Carry-Forward Amount), plus (i) an amount sufficient to pay in full all amounts owing to the Indenture Trustee under this Indenture (which amounts shall be redeemedspecified in writing upon request of the Issuer by the Indenture Trustee), (ii) the amount of any Swap Termination Payment payable to the Swap Counterparty. (iii) any unreimbursed Advances owed to the Master Servicer. (b) If In order to exercise the Company elects foregoing option, the Seller shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued in accordance with Section 4.02 hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsIndenture Trustee, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.12 hereof. If for any reason the relevant Record Date amount deposited by the Issuing Entity is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Master Servicer with the Indenture Trustee shall be promptly returned to 100% the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Master Servicer shall have the Company’s optionoption to purchase the Mortgage Loans and REO Property on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate purchase price will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Master Servicer and, to the extent that a Class of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the purchase, the Notes may Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be redeemedmade solely in reliance on an appraisal by an Independent appraiser as provided above), in whole each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any time or in part from time unpaid Servicing Fees allocable to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls and any Swap Termination Payment to the registered Holders Swap Provider then remaining unpaid or which is due to the exercise of such option (the “Redemption Price”); provided, however, that the Master Servicer will not be permitted to purchase the Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be redeemedrequired to be made by the Master Servicer and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) If In order to exercise the Company elects foregoing option, the Master Servicer shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Master Servicer shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date in accordance with Section 3.05(b) and (exclusive of interest accrued c) hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsIndenture Trustee, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Master Servicer is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Master Servicer with the Indenture Trustee shall be immediately returned to 100% the Master Servicer in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Issuer shall have the Company’s option, option to redeem the Notes may be redeemedin whole, but not in whole at any time or in part from time to timepart, on at least 10 days’ but no more any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Principal Balance of the Mortgage Loans is less than 30 days’ prior written notice mailed or equal to 25% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date or (ii) the Payment Date occurring in December 2004. The aggregate redemption price for the Notes will be equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the Note Interest Rate through such Payment Date (including any Carry-Forward Amount), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee under this Indenture (which amounts shall be redeemedspecified in writing upon request of the Issuer by the Indenture Trustee). (b) If In order to exercise the Company elects to redeem foregoing option, the Notes Issuer shall, not less than 15 days prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, and shall provide written notice of its exercise of such option to the Indenture Trustee, the Company will pay a Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price equal price, calculated as specified in Section 8.07(a) hereof, pursuant to the greater of: (i) 100% foregoing, the Indenture Trustee shall provide notice to the Noteholders of the principal amount of final payment on the Notes and shall apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Datein accordance with Section 3.05(b) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointshereof, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Issuer is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to 100% the Issuer in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to redeem the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ (but no more than 30 days’ prior written notice mailed to only with the registered consent of the Holders of the Class N Notes, for so long as the Class N Notes remain outstanding) in whole, but not in part, on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes shall be redeemedequal to the unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption shall take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts and Deferred Interest), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be specified by such Person in writing upon request of the Issuer, the Master Servicer and the Securities Administrator, as applicable) and amounts due and owing to the Swap Provider. (b) If In order to exercise the Company elects foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Owner Trustee, the Swap Provider and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued in accordance with Section 3.05 hereof and payment in full to the Redemption Date) discounted to Securities Administrator and the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsMaster Servicer, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Majority Certificateholder is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal full amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to 100% the Majority Certificateholder and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to purchase the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders assets of the Notes to be redeemed. (b) If the Company elects to redeem the Notes prior to the Par Call Date, the Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal Trust and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to thereby redeem the Notes on or after the Par Call DatePayment Date on which the Stated Principal Balance of the Mortgage Loans, and properties acquired in respect thereof has been reduced to less than 10% of the Company will pay a aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date Balance. (b) The aggregate redemption price (the “Redemption Price”) for the Notes in connection with any termination pursuant to clause (a) above will be equal to 100% of the principal amount aggregate outstanding Note Principal Balance of the related Notes redeemed, plus and accrued and unpaid interestinterest thereon (including any related Unpaid Interest Shortfall, if any, to, but excludingNet WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Note Interest Rate through the date on which the Notes are redeemed in full together with all amounts due and owing to the RMBS Master Servicer, the Redemption Date Securities Administrator, the Grantor Trustee, and the Indenture Trustee under this Indenture or any other applicable Basic Document (subject to which amounts shall be specified in writing upon request of the right of Holders of record on Issuer by the relevant Record Date to receive interest due on Indenture Trustee, the relevant Interest Payment DateSecurities Administrator, the Grantor Trustee, the RMBS Servicer or the RMBS Master Servicer, as applicable). (dc) If money sufficient In order to pay exercise the foregoing option with respect to the Notes, the Majority Certificateholder shall provide written notice of its exercise of such option and the Redemption Price to the Indenture Trustee, the Securities Administrator, the Issuer, the Grantor Trustee, the Owner Trustee, the RMBS Master Servicer and the applicable servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide written notice to the applicable Noteholders of the final payment on the applicable Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption price is to be made, deposit the Redemption Price specified in (b) above with the Indenture Trustee, who shall deposit the Redemption Price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and accrued interest on the Notes (in accordance with Sections 3.05 or portions thereof) 3.06, as applicable, hereof and payment to be redeemed on the Redemption Date is deposited with Indenture Trustee, the Trustee or Paying Agent on or before the Redemption Date Grantor Trustee, and the other conditions RMBS Master Servicer as set forth in Article 11 (b) above. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or as the Indenture Trustee is notified such redemption cannot be completed for any reason, (a) the amount so deposited by the Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Base Indenture are satisfied, then on Trust Estate and after (b) the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all Note Principal Balance of the applicable Notes are shall continue to be redeemed bear interest at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in partrelated Note Interest Rate. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s optionoption to purchase the Mortgage Loans and REO Property on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date (the "Optional Redemption Date"). The aggregate purchase price will be equal to the greater of (A) the sum of (x) the aggregate outstanding Stated Principal Balance of the Mortgage Loans (other than those referred to in clause (y) below), including accrued interest thereon, and (y) in the case of any REO property and any Mortgage Loans with respect to which foreclosure proceedings have been initiated or are otherwise 120 days or more delinquent, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to fair market value of such REO property and mortgage loans (disregarding accrued interest thereon) and (B) the registered Holders sum of the aggregate unpaid Note Balance of the Notes (other than any Allocated Realized Loss Amounts), all accrued and unpaid interest thereon (other than any Basis Risk Shortfall Amounts), any unreimbursed Monthly Advances and Servicing Advances and any Swap Termination Payment payable to the Swap Provider then remaining unpaid or which is due to the exercise of such option (the "Redemption Price"); provided, however, that the Majority Certificateholder will not be redeemedpermitted to purchase the Mortgage Loans unless the Redemption Price is sufficient to pay the Indenture Trustee all amounts owing to it hereunder and to retire the Note Balance of the remaining Notes to zero. (b) If In order to exercise the Company elects foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Swap Provider and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Securities Administrator, who shall deposit the aggregate redemption price into the Note Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Notes in accordance with Section 3.05(b) and (c) hereof and payment in full to the Indenture Trustee and the Securities Administrator of all amounts owing to it hereunder, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Majority Certificateholder is not sufficient to make such redemption or such redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to the greater ofMajority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate. (c) In connection with any redemption pursuant to this Section 8.07: (i) 100% At least fifteen (15) days prior to the latest date on which notice of such optional redemption is required to be mailed to the Noteholders, the Seller shall notify in writing (which may be done in electronic format) the Swap Provider and the Securities Administrator of the principal final Payment Date on which the Seller intends to redeem the Notes; (ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the final Payment Date specified in the notices required pursuant to this Section 8.07, the Swap Provider shall notify in writing (in accordance with the applicable provisions of the Interest Rate Swap Agreement) (which may be done in electronic format) and by phone, the Seller and the Securities Administrator of the amount of the Notes to be redeemedEstimated Swap Termination Payment; and (iiiii) One (1) Business Day prior to the final Payment Date specified in the notices required pursuant to Section 8.06, (x) the Seller shall, no later than 1:00 pm (New York City time) on such day, deliver to the Securities Administrator and the Securities Administrator shall deposit funds in the Note Account in an amount equal to the sum of the present value Termination Price (which shall be based on the Estimated Swap Termination Payment), and (y) if the Securities Administrator shall have received an Officer's Certificate stating that all of the Remaining Scheduled Payments of principal and interest thereon that would be due if requirements for optional redemption have been met, including without limitation the Notes matured on the Par Call Date (exclusive of interest accrued deposit required pursuant to the Redemption Dateimmediately preceding clause (x) discounted to as well as the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at requirements specified in this Section 8.07, then the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if anySecurities Administrator shall, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a same Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due provide written notice (which may be done in electronic format) to the delay. Seller and the Swap Provider (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures applicable provision of DTCthe Interest Rate Swap Agreement) confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements specified in this Section 8.07 have been met (the "Optional Redemption Notice"). No Notes Upon the delivery of $1,000 or less will be redeemed in part. (f) In the case of any redemptionOptional Redemption Notice by the Securities Administrator pursuant to the preceding sentence, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of optional redemption and ending on the close of business on that day of mailing; or shall become irrevocable, (ii) if the Company has called notice to Noteholders of such optional redemption provided pursuant to this Section 8.07 shall become unrescindable, (iii) the Note for redemption Swap Provider shall determine the Swap Termination Payment in whole or accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Securities Administrator written notice of the amount of the Swap Termination Payment not later than two (2) Business Days prior to the final Payment Date specified in part, except the unredeemed portion of any Note being redeemed in partnotices required pursuant to this Section 8.07.

Optional Redemption of the Notes. (a) At The Holder of the Company’s optionCertificates, or, if there is no single Holder, the Majority Certificateholder, shall have the option to redeem the Notes may be redeemedin whole, but not in whole at any time or in part from time to timepart, on at least 10 days’ but no more any Payment Date on or after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than 30 days’ prior written notice mailed or equal to 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut- off Date. The aggregate redemption price for the Notes will be equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be redeemedspecified by such Person in writing upon request of the Issuer, the Master Servicer and the Securities Administrator, as applicable). (b) If In order to exercise the Company elects foregoing option, the Holder of the Certificates, or the Majority Certificateholder, as applicable, shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Holder of the Certificates, or the Majority Certificateholder, as applicable shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing instructions of the relevant notice of redemption Securities Administrator and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.Section

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

Optional Redemption of the Notes. (a) At The Majority Certificateholder shall have the Company’s option, option to redeem the Notes may be redeemedin whole, but not in whole at any time or in part from time to timepart, on at least 10 days’ but no more any Payment Date on or after the Payment Date on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the related Due Period is less than 30 days’ prior written notice mailed or equal to 20% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The aggregate redemption price for the Notes will be equal to the registered Holders unpaid Note Principal Balance of the Notes as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Note Interest Rate through such Payment Date (including any Basis Risk Shortfall Carry-Forward Amounts), plus an amount sufficient to pay in full all amounts owing to the Indenture Trustee, the Master Servicer and the Securities Administrator pursuant to any Basic Document (which amounts shall be redeemedspecified by such Person in writing upon request of the Issuer, the Master Servicer and the Securities Administrator, as applicable). (b) If In order to exercise the Company elects foregoing option, the Majority Certificateholder shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Securities Administrator shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Majority Certificateholder shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Securities Administrator, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued in accordance with Section 3.05 hereof and payment in full to the Redemption Date) discounted to Securities Administrator and the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsMaster Servicer, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Majority Certificateholder is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Majority Certificateholder with the Securities Administrator shall be immediately returned to 100% the Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption of the Notes. (a) At The Holder of the Company’s optionOwner Trust Certificates (in such capacity, the “Terminator”) shall have the option to purchase the Mortgage Loans and any REO Properties on any Payment Date on or after the Payment Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate purchase price will be equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Terminator and the Indenture Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by the Terminator and, to the extent that a Class of Class A Notes may or a Class of Mezzanine Notes will not receive all amounts owed to it as a result of the purchase, the Indenture Trustee (it being understood and agreed that any determination by the Indenture Trustee shall be redeemedmade solely in reliance on an appraisal by an Independent appraiser as provided above)), in whole each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Payment Date plus unreimbursed Servicing Advances, P&I Advances, any time unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls then remaining unpaid or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed which is due to the registered Holders exercise of such option (the “Redemption Price”); provided, however, that the Terminator will not be permitted to purchase the Mortgage Loans unless the Redemption Price is sufficient to retire the Note Balance of the remaining Notes to zero. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be redeemedrequired to be made by the Terminator and an Independent appraiser as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. (b) If In order to exercise the Company elects foregoing option, the Terminator shall provide written notice of its exercise of such option to redeem the Notes Indenture Trustee and the Owner Trustee at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Noteholders of the final payment on the Notes. In addition, the Terminator shall, not less than one Business Day prior to the Par Call Dateproposed Payment Date on which such redemption is to be made, deposit the Company will pay a aggregate redemption price equal to specified in (a) above with the greater of: (i) 100% Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the principal amount of the Notes funds, apply such funds to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments make final payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date in accordance with Section 3.05(b) and (exclusive of interest accrued c) hereof and payment in full to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the current Treasury Rate plus 30 basis pointsIndenture Trustee, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (this Indenture shall be discharged subject to the right provisions of Holders of record on Section 4.10 hereof. If for any reason the relevant Record Date amount deposited by the Terminator is not sufficient to receive interest due on the relevant Interest Payment Date). (c) If the Company elects to redeem the Notes on make such redemption or after the Par Call Datesuch redemption cannot be completed for any reason, the Company will pay a redemption price equal amount so deposited by the Terminator with the Indenture Trustee shall be immediately returned to 100% the Terminator in full and shall not be used for any other purpose or be deemed to be part of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Trust Estate. (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.