Common use of Optional Purchase of Defaulted Mortgage Loans Clause in Contracts

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated The Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Certificate Insurer), but shall not be obligated, to purchase for its own account from the Trust Fund any Mortgage Loan which is ninety (90) 90 days or more Delinquent in the manner and at the Loan Purchase Price (price specified in Section 2.06(b) except that the amount described in clause (ii) of the definition of Loan Purchase Price Section 2.06(b) shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the Seller, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan Seller, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanSeller, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Seller hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Depositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, Servicer and the Indenture Trustee and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust Issuing Entity any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), Beginning on the Unaffiliated Seller or any Affiliate first Business Day of the Unaffiliated SellerFiscal Quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, EMC Mortgage Corporation, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, Trustee) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from EMC Mortgage Corporation, shall release or cause to be released to the purchaser of such EMC Mortgage Loan Corporation, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such EMC Mortgage LoanCorporation, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such EMC Mortgage Loan Corporation any Mortgage Loan released pursuant hereto and the purchaser of such EMC Mortgage Loan Corporation shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such EMC Mortgage Loan Corporation shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by EMC Mortgage Corporation hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such Fiscal Quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent Fiscal Quarter. In either event, the purchase option shall again become exercisable on the first day of the means by Fiscal Quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated The Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, Servicer and the Indenture Trustee and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the Fiscal Quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerEMC Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the EMC Servicer, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan EMC Servicer, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC Servicer, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan EMC Servicer any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC Servicer shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan EMC Servicer shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the EMC Servicer hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such Fiscal Quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent Fiscal Quarter. In either event, the purchase option shall again become exercisable on the first day of the means by Fiscal Quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Seller remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Seller without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Seller will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Seller shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of3.24.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loan which as of the Unaffiliated Sellerfirst day of a Calendar Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase such Mortgage Loan from the Trust at a price equal to the ServicerRepurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the Indenture date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Calendar Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Calendar Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Monthly Payment with respect to such Mortgage Loan is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price. If at any time EMC remits to the Paying Agent a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except Master Servicer a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Distribution Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Sponsor, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of written notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections Section 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(bDuring the first full calendar month (but excluding the last Business Day thereof) and 5.15(c)following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer)option, but shall not be obligated, the obligation to purchase for its own account from the Trust Fund any such Mortgage Loan which or related REO Property that is ninety (90) then still 90 days or more Delinquent delinquent, which the Seller determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the manner and Trustee prior to purchase), at a price equal to the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Collection Account Custodial Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt written certification of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Seller the related Indenture Trustee's Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loanassignment, in each case without recourse, as the Seller shall furnish and as shall be necessary to vest in the purchaser Seller title to any Mortgage Loan or related REO Property released pursuant hereto. If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Seller set forth in the preceding paragraph shall have arisen but the Seller shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan or related REO Property shall succeed cease to all be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Indenture Trustee's right, title and interest in and Seller shall be entitled to another repurchase option with respect to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to or REO Property as provided in the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding paragraph.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Sponsor, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loan which as of the Unaffiliated Sellerfirst day of a Calendar Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase such Mortgage Loan from the Trust at a price equal to the ServicerRepurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the Indenture date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Calendar Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Calendar Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Initial Mortgage Loan is subsequent to the Cut-off Date, or if the first Due Date for such Subsequent Mortgage Loan is subsequent to the related Subsequent Cut-off Date, as the case may be, and the initial Monthly Payment with respect to such Mortgage Loan is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price. If at any time EMC remits to the Paying Agent a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except Master Servicer a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Distribution Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in Fund at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of3.24.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust Fund at a price equal to the Purchase Price. The Purchase Price shall be remitted to the Servicer for deposit in the Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Custodial Account. In addition, the Sponsor shall, at its option, purchase any Mortgage Loan which from the Trust if the first or second Due Date for such Mortgage Loan is ninety subsequent to the Cut-off Date and the first or second Monthly Payment is not made within thirty (9030) days or more Delinquent of such Due Date. Such purchase shall only be made if such Monthly Payments have not been received as of the date of purchase and such purchase shall be made at a price equal to the Purchase Price. If at any time the Sponsor remits to the Servicer a payment for deposit in the manner and at Custodial Account covering the Loan amount of the Purchase Price (except for such a Mortgage Loan and the Servicer delivers an Officer’s Certificate to the Trustee certifying that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be has been deposited in the Collection Custodial Account and the Collateral Agent, upon the Indenture Trustee's receipt of (which shall be delivered no more than two Business Days following such deposit), the Trustee shall release or cause to be released to execute the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Depositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust Issuing Entity any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerEMC Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the EMC Servicer, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan EMC Servicer, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC Servicer, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan EMC Servicer any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC Servicer shall succeed to all the Indenture Trustee's Trust’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan EMC Servicer shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the EMC Servicer hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loan which as of the Unaffiliated Sellerfirst day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase such Mortgage Loan from the Trust at a price equal to the ServicerRepurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the Indenture date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date, and the initial Monthly Payment with respect to such Mortgage Loan is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price. If at any time EMC remits to the Paying Agent a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except Master Servicer a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Distribution Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, Trustee) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or more Delinquent delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Certificate Insurer or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Certificate Insurer of consents, the means by which any Mortgage Loan purchased Servicer may only exercise its option pursuant to this Section 5.15 is ultimately disposed 3.16 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Servicer to the Certificate Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans which the Servicer proposes to repurchase. If the Certificate Insurer fails to respond to such request within 10 Business Days after receipt thereof, the Servicer may repurchase the Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent of, or any further action by, the Certificate Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Sponsor, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Trustee, with a copy to the Wells Master Servicer and WFHM, if such loan is not being sexxxxxd by the EMC Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, ) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account, or if such Mortgage Loan is an EMC Mortgage Loan, in the Protected Account maintained by the EMC Master Servicer, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the Seller, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan Seller, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanSeller, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Seller hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Depositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, Servicer and the Indenture Trustee and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust Issuer any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, The Master Servicer shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer)right, but shall not be obligatedthe obligation, to purchase for its own account from the Trust any Mortgage Loan which that as of the first day of a calendar quarter is ninety a Defaulted Mortgage Loan, at the Repurchase Price; PROVIDED, HOWEVER, that (90i) such Mortgage Loan must, at the time of purchase by the Master Servicer, still be delinquent in payment by 91 days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) the right of the definition Master Servicer hereunder to purchase such Mortgage Loan shall, if unexercised, terminate on the day prior to the last day of Loan Purchase Price shall in no case be net such calendar quarter; PROVIDED FURTHER, that such right of the Servicing Fee). The purchase price for any Master Servicer with respect to such Mortgage Loan purchased hereunder shall be deposited reinstated if such Mortgage Loan shall, if following such Mortgage Loan's again becoming current in payment, it thereafter again becomes delinquent in payment by 91 days or more. In such event, the Collection Account and applicable calendar quarter for purposes of exercise by the Collateral Agent, upon the Indenture Trustee's receipt Master Servicer of such deposit, shall release or cause to be released to the purchaser its right of purchase of such Mortgage Loan hereunder shall be the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of calendar quarter immediately succeeding such Mortgage Loan, 's having again become 91 days delinquent in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related theretopayment. Such assignment shall be an assignment outright and not for security. The purchaser optional right of such repurchase of Defaulted Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation Loans by the Master Servicer is subject to the Indenture Trusteefurther limitation that, should the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Master Servicer have purchased Defaulted Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased Loans pursuant to this Section 5.15 3.19 equal to 2% of the Cut-Off Date Scheduled Principal Balance, it may thereafter only exercise such option with respect to a Defaulted Mortgage Loan that is ultimately disposed ofthe greatest number of days delinquent relative to other Defaulted Mortgage Loans at the time of such repurchase, and must provide the Trustee and the Certificate Insurer with a REMIC Opinion satisfactory to the Certificate Insurer in connection with each such purchase. Any such purchase shall be accomplished as provided in Subsection 2.02(c) hereof.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate The majority Holder of the Unaffiliated SellerClass C Certificates, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, ) to purchase for its own account from the Trust Fund any Mortgage Loan which is ninety (90) days or more Delinquent delinquent in the manner and at the Loan Purchase Price (except that the amount described price specified in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing FeeSection 2.01(d). The purchase price majority Holder of the Class C Certificates shall not use any procedure in selecting Mortgage Loans to be repurchased under this Section 3.16 which is materially adverse to the interests of the Certificateholders. The Purchase Price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of notice of such depositdeposit in the Distribution Account by the Securities Administrator, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Sponsor, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections Section 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loans which as of the Unaffiliated Sellerfirst day of a Calendar Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase any Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes an REO Property at a price equal to the ServicerRepurchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the Indenture Trustee and date prior to the Note Insurer)last day of the related Calendar Quarter. This purchase option, but if not exercised, shall not be obligated, to purchase for its own account from thereafter reinstated unless the Trust any delinquency is cured and the Mortgage Loan which is ninety (90) thereafter again becomes 90 days or more Delinquent delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Calendar Quarter. If at any time EMC remits to the Trustee a payment for deposit in the manner and at the Loan Purchase Price (except that Distribution Account covering the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price for such a Mortgage Loan, then the Trustee shall in no case be net of execute the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case EMC without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, ) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or more Delinquent delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and pursuant to Section 3.02(b) or 3.02(d), as applicable, provided that the Collateral AgentIndenture Trustee shall remit to the Depositor or the Insurer, as applicable, the portion of the amount, if any, of the Purchase Price referred to in clause (iv) of the definition thereof to the extent such amount is incurred by or imposed on the Depositor or the Insurer. The Indenture Trustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders or the holders of the Senior Interest Participation with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Insurer of consents, the means by which any Mortgage Loan purchased Servicer may only exercise its option pursuant to this Section 5.15 is ultimately disposed of3.20 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Servicer to the Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans which the Servicer proposes to repurchase.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the Seller, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan Seller, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanSeller, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller shall succeed to all the Indenture Trustee's Trust’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Seller hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject The Servicer may repurchase any Mortgage Loan delinquent in payment for a period of 90 days or longer for a price equal to Sections 5.15(b) the Repurchase Price; provided, that the aggregate Principal Balance of Mortgage Loans repurchased by the Servicer may not exceed, without the consent of the Bond Insurer, 3% of the sum of the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and 5.15(c)the Original Pre-Funded Amount; and provided, further, that, unless the Bond Insurer consents otherwise, the Unaffiliated Seller or any Affiliate Servicer must repurchase such mortgage loans in the reverse order of the Unaffiliated Sellerrespective number of days delinquent, in its sole discretionincluding foreclosures. The procedure for such repurchase shall be the same as for repurchase by the Seller under the Purchase Agreement. Notwithstanding any contrary provision of this Agreement, shall have the right with respect to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety not in default or as to which no default is imminent, no purchase or substitution pursuant to Section 2.03 or this Section 3.18 shall be made unless the Servicer provides to the Bond Administrator, the Indenture Trustee, the Owner Trustee and the Bond Insurer an Opinion of Counsel to the effect that such purchase or substitution would not (90i) days or more Delinquent result in the manner imposition of taxes on "prohibited transactions" of the Trust Estate, as defined in Section 860F of the Code or a tax or contributions to the Trust Estate under the REMIC Provisions, or (ii) cause the Trust Estate to fail to qualify as a REMIC at any time that any Bonds are outstanding. Any Mortgage Loan to be purchased or substituted pursuant to this Section 3.18 shall be purchased or substituted (subject to compliance with this Section 3.18) upon the earlier of (x) the occurrence of a default or reasonably foreseeable default with respect to such Mortgage Loan or (y) receipt by the Bond Administrator, the Indenture Trustee, the Owner Trustee and at the Loan Purchase Price (except 21 Bond Insurer of an Opinion of Counsel to the effect that such purchase or substitution will not result in the amount events described in clause clauses (i) and (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding sentence.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject As to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) delinquent in payment by 90 days or more Delinquent in more, the manner and Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Loan Purchase Price (except therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Certificate Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer the Master Servicer without recourse to the Master Servicer, the Trustee or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Trust Fund which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Master Servicer will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of Notwithstanding anything to the contrary in this Section 4.07, the Master Servicer shall continue to service any such Mortgage Loan shall give written notice after the date of such purchase in accordance with the terms of this Agreement and, if any Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized Loss to the Note Insurer Class or Classes of Certificates that would have borne such Realized Loss in accordance with the terms hereof as if such Mortgage Loan had not been so purchased. For purposes of this Agreement, a payment of the means Purchase Price by which any Mortgage Loan purchased the Master Servicer pursuant to this Section 5.15 is ultimately disposed of4.07 will be viewed as an advance, and the amount of any Realized Loss shall be recoverable pursuant to the provisions for the recovery of unreimbursed Advances under Section 4.02(a) or, to the extent not recoverable under such provisions, as a Nonrecoverable Advance as set forth herein.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of3.24. If the Sponsor repurchases a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall in no case be net remitted to the Servicer of the Servicing Fee). The purchase price for any related Mortgage Loan purchased hereunder shall be for deposit in the Custodial Account and remitted by the Servicer to the Securities Administrator on the applicable Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture TrusteeServicer delivers an Officer's receipt of such deposit, shall release or cause to be released Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's 's, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Seller remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Seller without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Seller will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Seller shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Seller is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Seller shall repurchase the servicing rights thereon on terms mutually agreed to by the Seller and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loan which as of the Unaffiliated Sellerfirst day of a Calendar Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase such Mortgage Loan from the Trust at a price equal to the ServicerRepurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property 61 as of the Indenture date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Calendar Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Calendar Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Initial Mortgage Loan is subsequent to the Cut-off Date, or if the first Due Date for such Subsequent Mortgage Loan is subsequent to the related Subsequent Cut-off Date, as the case may be, and the initial Monthly Payment with respect to such Mortgage Loan is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price. If at any time EMC remits to the Paying Agent a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except Master Servicer a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Distribution Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)The Originator, the Unaffiliated Seller or any Affiliate of affiliate designated by the Unaffiliated SellerOriginator, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Certificate Insurer), but shall not be obligated, ) to purchase for its own account from the Trust Fund any Mortgage Loan which is ninety (90) 90 days or more Delinquent delinquent in the manner and at the Loan Purchase Price (price specified in Section 2.03(b) except that the amount described in clause (iiii)(B) of the definition of Loan Purchase Price Section 2.03(b) shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Certificate Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Certificate Insurer of consents, the means by which Originator and any Mortgage Loan purchased affiliate may only exercise its option pursuant to this Section 5.15 7.07 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase and only to the extent that the aggregate Principal Balance of all Mortgage Loans repurchased under this Section is ultimately disposed less than 5% of the Original Pool Balance. Any request by the Originator or any such affiliate to the Certificate Insurer for consent to repurchase Mortgage Loans that are not the most delinquent or in excess of 5% of the Original Pool Balance shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans such affiliate proposes to repurchase. If the Certificate Insurer fails to respond to such request within 10 Business Days after receipt thereof, the purchasing entity may repurchase the Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent of, or any further action by, the Certificate Insurer.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in Fund at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be related Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection related Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the related Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the related Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders related Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(bDuring the first full calendar month (but excluding the last Business Day thereof) and 5.15(c)following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer)option, but shall not be obligated, the obligation to purchase for its own account from the Trust Fund any such Mortgage Loan which or related REO Property that is ninety (90) then still 90 days or more Delinquent delinquent, which the Sponsor determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the manner and Trustee prior to purchase), at a price equal to the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Collection Account Custodial Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of written certification of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Sponsor the related Indenture Trustee's Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loanassignment, in each case without recourse, as the Sponsor shall furnish and as shall be necessary to vest in the purchaser Sponsor title to any Mortgage Loan or related REO Property released pursuant hereto. If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Sponsor set forth in the preceding paragraph shall have arisen but the Sponsor shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan or related REO Property shall succeed cease to all be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Indenture Trustee's right, title and interest in and Sponsor shall be entitled to another repurchase option with respect to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to or REO Property as provided in the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding paragraph.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the The Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 180 days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Unaffiliated Seller the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanUnaffiliated Seller, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan Unaffiliated Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Unaffiliated Seller shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Unaffiliated Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections Section 5.15(b) and 5.15(c), the Unaffiliated Seller Depositor or any Affiliate of the Unaffiliated SellerDepositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject As to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) delinquent in payment by 90 days or more Delinquent in more, the manner and Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Loan Purchase Price (except therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Certificate Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Master Servicer without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Master Servicer will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of Notwithstanding anything to the contrary in this Section 4.07, the Master Servicer shall continue to service any such Mortgage Loan shall give written notice after the date of such purchase in accordance with the terms of this Agreement and, if any Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized Loss to the Note Insurer Class or Classes of related Certificates that would have borne such Realized Loss in accordance with the terms hereof as if such Mortgage Loan had not been so purchased. For purposes of this Agreement, a payment of the means Purchase Price by which any Mortgage Loan purchased the Master Servicer pursuant to this Section 5.15 is ultimately disposed of4.07 will be viewed as an advance, and the amount of any Realized Loss shall be recoverable pursuant to the provisions for the recovery of unreimbursed Advances under Section 4.02(a) or, to the extent not recoverable under such provisions, as a Nonrecoverable Advance as set forth herein.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated The Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, Master Servicer and the Indenture Trustee and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall in no case be net remitted to the Servicer of the Servicing Fee). The purchase price for any related Mortgage Loan purchased hereunder shall be for deposit in the related Custodial Account and remitted by the such Servicer to the Securities Administrator on the applicable Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection related Custodial Account. If at any time the Seller remits to such Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the related Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Seller without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Seller will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Seller shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Seller is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the applicable Servicer shall continue to service such Mortgage Loan unless the Seller shall repurchase the servicing rights thereon on terms mutually agreed to by the Seller and the related Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (att) Subject to Sections 5.15(bDuring the first full calendar month (but excluding the last Business Day thereof) and 5.15(c)following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer)option, but shall not be obligated, the obligation to purchase for its own account from the Trust Fund any such Mortgage Loan which or related REO Property that is ninety (90) then still 90 days or more Delinquent delinquent, which the Seller determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the manner and Trustee prior to purchase), at a price equal to the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Collection Account Custodial Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt written certification of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Seller the related Indenture Trustee's Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loanassignment, in each case without recourse, as the Seller shall furnish and as shall be necessary to vest in the purchaser Seller title to any Mortgage Loan or related REO Property released pursuant hereto. If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Seller set forth in the preceding paragraph shall have arisen but the Seller shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan or related REO Property shall succeed cease to all be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Indenture Trustee's right, title and interest in and Seller shall be entitled to another repurchase option with respect to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to or REO Property as provided in the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding paragraph.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall in no case be net remitted to the Servicer of the Servicing Fee). The purchase price for any related Mortgage Loan purchased hereunder shall be for deposit in the Custodial Account and remitted by the Servicer to the Securities Administrator on the applicable Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Any Originator, the Unaffiliated Seller Depositor or any Affiliate of the Unaffiliated SellerServicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Repurchase Price provided, that, as of any date, (i) the Servicer shall not have thus purchased Mortgage Loans having had a Purchase Price (except that in excess of 5% of the amount described in clause cumulative Purchase Prices paid to date on all Mortgage Loans sold under this Agreement, and (ii) no Originator (including the Servicer whether acting in its capacity as the Servicer or as an Originator) or the Depositor may have thus purchased Mortgage Loans sold by it hereunder in excess of 5% of the definition of Loan cumulative Purchase Price shall in no case be net of the Servicing Fee)paid to date on all Mortgage Loans sold by it under this Agreement. The purchase price Loan Repurchase Price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders Noteholder with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 7.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the The Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety one hundred and eighty (90180) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Unaffiliated Seller the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanUnaffiliated Seller, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan Unaffiliated Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Unaffiliated Seller shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Unaffiliated Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, ) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or 45 50 more Delinquent delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and pursuant to Section 3.02(b) or 3.02(d), as applicable, provided that the Collateral AgentIndenture Trustee shall remit to the Depositor or the Insurer, as applicable, the portion of the amount, if any, of the Purchase Price referred to in clause (iv) of the definition thereof to the extent such amount is incurred by or imposed on the Depositor or the Insurer. The Indenture Trustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders or the holders of the Senior Interest Participation with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Insurer of consents, the means by which any Mortgage Loan purchased Servicer may only exercise its option pursuant to this Section 5.15 is ultimately disposed of3.20 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Servicer to the Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans which the Servicer proposes to repurchase.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerSponsor, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's receipt of notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the related Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be related Custodial Account and remitted by the related Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection related Custodial Account. If at any time the Seller remits to the related Servicer a payment for deposit in the related Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released related Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the related Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Seller without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Seller will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Seller shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of3.24.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject The Servicer may repurchase any Mortgage Loan delinquent in payment for a period of 90 days or longer for a price equal to Sections 5.15(b) the Repurchase Price; provided, that the aggregate Principal Balance of Mortgage Loans repurchased by the Servicer may not exceed, without the consent of the Bond Insurer, ___% of the sum of the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and 5.15(c)the Original Pre-Funded Amount; and provided, further, that, unless the Bond Insurer consents otherwise, the Unaffiliated Seller or any Affiliate Servicer must repurchase such mortgage loans in the reverse order of the Unaffiliated Sellerrespective number of days delinquent, in its sole discretionincluding foreclosures. The procedure for such repurchase shall be the same as for repurchase by the Seller under the Purchase Agreement. Notwithstanding any contrary provision of this Agreement, shall have the right with respect to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety not in default or as to which no default is imminent, no purchase or substitution pursuant to Section 2.03 or this Section 3.18 shall be made unless the Servicer provides to the Bond Administrator, the Indenture Trustee, the Owner Trustee and the Bond Insurer an Opinion of Counsel to the effect that such purchase or substitution would not (90i) days or more Delinquent result in the manner imposition of taxes on "prohibited transactions" of the Trust Estate, as defined in Section 860F of the Code or a tax or contributions to the Trust Estate under the REMIC Provisions, or (ii) cause the Trust Estate to fail to qualify as a REMIC at any time that any Bonds are outstanding. Any Mortgage Loan to be purchased or substituted pursuant to this Section 3.18 shall be purchased or substituted (subject to compliance with this Section 3.18) upon the earlier of (x) the occurrence of a default or reasonably foreseeable default with respect to such Mortgage Loan or (y) receipt by the Bond Administrator, the Indenture Trustee, the Owner Trustee and at the Loan Purchase Price (except Bond Insurer of an Opinion of Counsel to the effect that such purchase or substitution will not result in the amount events described in clause clauses (i) and (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding sentence.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), The Depositor or the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerServicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note InsurerInitial Purchaser), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety fifty-nine (9059) days or more Delinquent in the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Initial Purchaser or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer Initial Purchaser of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 7.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in Fund at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released Servicer delivers an Officer’s Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's ’s, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 3.24. If the Sponsor is ultimately disposed ofrequired to repurchase a Mortgage Loan pursuant to this Section 3.24, the Servicer shall continue to service such Mortgage Loan unless the Sponsor shall repurchase the servicing rights thereon on terms mutually agreed to by the Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer shall have no obligation to master service any Mortgage Loan that has been so repurchased.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerMaster Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, Trustee) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Protected Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the Master Servicer, shall release or cause to be released to the purchaser of such Mortgage Loan Master Servicer, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanMaster Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan Master Servicer any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Master Servicer shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Master Servicer shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Master Servicer hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. With respect to any Mortgage Loan which is delinquent in payment by ninety-one (a91) Subject to Sections 5.15(b) and 5.15(c)days or more or is an REO Property, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account such Mortgage Loan or REO Property from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition of Loan Price. The Purchase Price shall be remitted to the Servicer for deposit in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be Custodial Account and remitted by the Servicer to the Securities Administrator on the Servicer Remittance Date in the month immediately following the month in which the Purchase Price was deposited in the Collection Custodial Account. If at any time the Sponsor remits to the Servicer a payment for deposit in the Custodial Account covering the amount of the Purchase Price for such a Mortgage Loan and the Collateral Agent, upon the Indenture TrusteeServicer delivers an Officer's receipt of such deposit, shall release or cause to be released Certificate to the purchaser Trustee certifying that the Purchase Price has been deposited in the Custodial Account, the Trustee shall execute the assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Sponsor without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Sponsor which shall succeed to all the Indenture Trustee's 's, right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Sponsor will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan Sponsor shall give written notice be responsible for any transfer costs incurred with respect to the Note Insurer of the means by which any a Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of3.24.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Depositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Certificate Insurer), but shall not be obligated, to purchase for its own account from the Trust Fund (i) any defaulted Mortgage Loan or any Mortgage Loan as to which default is ninety reasonably foreseeable and (90ii) days any Mortgage Loan as to which the Originator has breached a representation or more Delinquent warranty to JVMC regarding the characteristics of such Mortgage Loan. Any such purchase shall be in the manner and at the Loan Purchase Price (except price specified in Section 2.04(b); provided, however, that the amount described in clause (ii) aggregate Principal Balances of the definition of Mortgage Loan Purchase Price shall in no case be net as of the Servicing Fee)Cut-Off Date repurchased pursuant to this provision shall not exceed [____]% of the Pool Principal Balance of the Mortgage Loans as of the Cut-off Date. The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject The NIMS Insurer or the Servicer may, at its option, purchase a Mortgage Loan which has become 90 or more days delinquent or for which the Servicer has accepted a deed in lieu of foreclosure. Prior to Sections 5.15(b) and 5.15(c)purchase pursuant to this Section 3.16, the Unaffiliated Seller or Servicer shall be required to continue to make Advances pursuant to Section 4.03. Neither the NIMS Insurer nor the Servicer shall use any Affiliate procedure in selecting Mortgage Loans to be repurchased which is materially adverse to the interests of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to Certificateholders. The NIMS Insurer or the Servicer, the Indenture Trustee and the Note Insurer)as applicable, but shall not be obligated, to purchase for its own account from the Trust any such delinquent Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price (except that the amount described in clause (ii) of the definition such Mortgage Loan. Any such purchase of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any a Mortgage Loan purchased hereunder pursuant to this Section 3.16 shall be deposited accomplished by remittance to the Servicer for deposit in the Collection Account of the amount of the Purchase Price. The Trustee (or the Custodian on behalf of the Trustee) shall immediately effectuate the conveyance of such delinquent Mortgage Loan to the NIMS Insurer or the Servicer, as applicable, to the extent necessary, as requested, and the Collateral Agent, upon Trustee (or the Indenture Custodian on behalf of the Trustee's receipt of such deposit, ) shall release or cause to be released promptly deliver all documentation to the purchaser of such Mortgage Loan NIMS Insurer or the related Indenture Trustee's Mortgage File Servicer as applicable, and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan Servicer title to any Mortgage Loan or related REO Property released pursuant hereto and hereto. The Servicer (or an affiliate of the purchaser of such Servicer) may, at its option, repurchase a Mortgage Loan shall succeed or REO Property which becomes ninety (90) or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure. Prior to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased repurchase pursuant to this Section 5.15 is ultimately disposed of3.12, the Servicer shall be required to continue to make monthly Advances pursuant to Section 4.03. The Servicer shall purchase such (i) delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Rate from the date to which interest has last been paid to the Trust Fund to the date of purchase plus any unreimbursed Servicing Advances and Advances or (ii) REO Property at its fair market value as determined in good faith by the Servicer. Any such repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.12 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the purchase price. The Trustee shall immediately effectuate the conveyance of such delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Depositor, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee Servicer and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust Issuing Entity any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's ’s receipt of written notice by the Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Trustee, with a copy to the Xxxxx Master Servicer and WFHM, if such loan is not being serviced by the EMC Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, ) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account, or if such Mortgage Loan is an EMC Mortgage Loan, in the Protected Account maintained by the EMC Master Servicer, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the Seller, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan Seller, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanSeller, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Seller hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerEMC Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Master Servicer Collection Account Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from the EMC Servicer, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan EMC Servicer, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC Servicer, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan EMC Servicer any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC Servicer shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan EMC Servicer shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the EMC Servicer hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter. In either event, the purchase option shall again become exercisable on the first day of the means by fiscal quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject With respect to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate Mortgage Loan which as of the Unaffiliated Sellerfirst day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, in its sole discretion, EMC shall have the right to elect (by written notice sent purchase such Mortgage Loan from the Trust at a price equal to the ServicerRepurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the Indenture date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Initial Mortgage Loan from the Trust if the first Due Date for such Initial Mortgage Loan is subsequent to the Cut-off Date, and shall, at its option, purchase any Subsequent Mortgage Loan from the Trust if the first Due Date for such Subsequent Mortgage Loan is subsequent to the related Subsequent Cut-off Date, as the case may be, and the initial Monthly Payment with respect to such Mortgage Loan is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price. If at any time EMC remits to the Paying Agent a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except Master Servicer a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Distribution Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall EMC will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated The Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Master Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Repurchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Repurchase Price shall in no case be net of the Servicing Fee and the Backup Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentIndenture Trustee, upon the Indenture Trustee's ’s receipt of written notice by the Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's ’s Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's ’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofof and any other information regarding any such Mortgage Loan reasonably requested by the Note Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, Trustee) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or more Delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Certificate Insurer or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Certificate Insurer of consents, the means by which any Mortgage Loan purchased Servicer may only exercise its option pursuant to this Section 5.15 is ultimately disposed 3.16 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Servicer to the Certificate Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans which the Servicer proposes to repurchase. If the Certificate Insurer fails to respond to such request within 10 Business Days after receipt thereof, the Servicer may repurchase the Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent of, or any further action by, the Certificate Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated The --------------------------------------------- Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Certificate Insurer), but shall not be obligated, ) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or more Delinquent delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Seller the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanSeller, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan Seller any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan Seller shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Certificate Insurer or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Certificate Insurer of consents, the means by which any Mortgage Loan purchased Seller may only exercise its option pursuant to this Section 5.15 is ultimately disposed 3.17 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Seller to the Certificate Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans that the Seller proposes to repurchase. If the Certificate Insurer fails to respond to such request within 10 Business Days after receipt thereof, the Seller may repurchase the Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent of, or any further action by, the Certificate Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject As to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) delinquent in payment by 90 days or more Delinquent in more, the manner and Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Loan Purchase Price (except therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Collection Account and Certificate Account, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Master Servicer without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Master Servicer which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Master Servicer will thereupon own such Mortgage LoanMortgage, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser of Notwithstanding anything to the contrary in this Section 4.07, the Master Servicer shall continue to service any such Mortgage Loan shall give written notice after the date of such purchase in accordance with the terms of this Agreement and, if any Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized Loss to the Note Insurer Class or Classes of Certificates that would have borne such Realized Loss in accordance with the terms hereof as if such Mortgage Loan had not been so purchased. For purposes of this Agreement, a payment of the means Purchase Price by which any Mortgage Loan purchased the Master Servicer pursuant to this Section 5.15 is ultimately disposed of4.07 will be viewed as an advance, and the amount of any Realized Loss shall be recoverable pursuant to the provisions for the recovery of unreimbursed NY1-172102.4 107 Advances under Section 4.02(a) or, to the extent not recoverable under such provisions, as a Nonrecoverable Advance as set forth herein.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c)Beginning on the first Business Day of the fiscal quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, the Unaffiliated Seller or may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor. If at any Affiliate time the Seller makes a payment to the Master Servicer Collection Account or, in the case of an EMC Mortgage Loan, the Protected Account maintained by the EMC Master Servicer, covering the amount of the Unaffiliated SellerPurchase Price for such Mortgage Loan, in its sole discretion, shall have and the right to elect (by written notice sent Seller provides to the Servicer, the Indenture Trustee and the Note Insurer), but shall not be obligated, to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) days or more Delinquent in the manner and at the Loan Purchase Price (except a certification signed by a Servicing Officer stating that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be such payment has been deposited in the Master Servicer Collection Account and or such Protected Account, as applicable, then the Collateral Agent, upon Trustee shall execute the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser assignment of such Mortgage Loan at the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments request of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case Seller without recourse, as shall be necessary recourse to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan Seller which shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan Loan, and all security and documents related relative thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall Seller will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by the Seller hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such fiscal quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the means by which any related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofshall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent fiscal quarter.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), Beginning on the Unaffiliated Seller or any Affiliate first Business Day of the Unaffiliated SellerFiscal Quarter immediately following the date on which a Mortgage Loan has become at least 91 days delinquent, EMC, in its sole discretion, shall have the right to elect (by written notice sent to the ServicerTrustee, with a copy to the Indenture Trustee Master Servicer and the Note Insurer), but shall not be obligated, applicable Servicer) to purchase for its own account from the Trust Fund any such Mortgage Loan which is ninety (90) days or more Delinquent in at a price equal to the manner and at the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account Distribution Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposita Request for Release from EMC, shall release or cause the Custodian to be released release to the purchaser of such Mortgage Loan EMC, the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage LoanEMC, in each case without recourse, representation or warranty as shall be necessary to vest in the purchaser of such Mortgage Loan EMC any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan EMC shall succeed to all the Indenture TrusteeTrust's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan EMC shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, any such optional right of repurchase by EMC hereunder with respect to a delinquent Mortgage Loan shall, if unexercised, terminate on the earlier of (i) the date on which such delinquency has been cured or (ii) the last Business Day of such Fiscal Quarter immediately following the date on which such Mortgage Loan became 91 days delinquent, provided however, that such optional right of repurchase shall give written notice to be reinstated if (a) in the Note Insurer case of clause (i), the related Mortgage Loan shall thereafter again have become 91 or more days delinquent and (b) in the case of clause (ii), such delinquency shall have been subsequently cured and the related Mortgage Loan shall thereafter again become 91 or more days delinquent in any subsequent Fiscal Quarter. In either event, the purchase option shall again become exercisable on the first day of the means by Fiscal Quarter immediately following the date on which any the related Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofagain becomes at least 91 days delinquent.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Affiliate of the Unaffiliated SellerThe Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Certificate Insurer), but shall not be obligated, ) to purchase for its own account from the Trust any Mortgage Loan which is ninety (90) 90 days or more Delinquent in the manner and at the Loan price specified in Section 2.02. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Certificate Insurer or the Noteholders Certificateholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to Notwithstanding the Note foregoing, unless the Certificate Insurer of consents, the means by which any Mortgage Loan purchased Servicer may only exercise its option pursuant to this Section 5.15 is ultimately disposed 3.16 with respect to the Mortgage Loan or Mortgage Loans that have been delinquent for the longest period at the time of such repurchase. Any request by the Servicer to the Certificate Insurer for consent to repurchase Mortgage Loans that are not the most delinquent shall be accompanied by a description of the Mortgage Loans that have been delinquent longer than the Mortgage Loan or Mortgage Loans which the Servicer proposes to repurchase. If the Certificate Insurer fails to respond to such request within 10 Business Days after receipt thereof, the Servicer may repurchase the Mortgage Loan or Mortgage Loans proposed to be repurchased without the consent of, or any further action by, the Certificate Insurer.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(bDuring the first full calendar month (but excluding the last Business Day thereof) and 5.15(c)following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Unaffiliated Seller or any Affiliate of the Unaffiliated Seller, in its sole discretion, Sponsor shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note Insurer)option, but shall not be obligated, the obligation to purchase for its own account from the Trust Fund any such Mortgage Loan which or related REO Property that is ninety (90) then still 90 days or more Delinquent delinquent, which the Sponsor determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the manner and Trustee prior to purchase), at a price equal to the Loan Purchase Price. The Purchase Price (except that the amount described in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Collection Account Custodial Account, and the Collateral AgentTrustee, upon the Indenture Trustee's receipt written certification of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan Sponsor the related Indenture Trustee's Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loanassignment, in each case without recourse, as the Sponsor shall furnish and as shall be necessary to vest in the purchaser Sponsor title to any Mortgage Loan or related REO Property released pursuant hereto. If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Sponsor set forth in the preceding paragraph shall have arisen but the Sponsor shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan or related REO Property shall succeed cease to all be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Indenture Trustee's right, title and interest in and Sponsor shall be entitled to another repurchase option with respect to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to or REO Property as provided in the Indenture Trustee, the Collateral Agent, the Note Insurer or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofpreceding paragraph.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Any Affiliate of the Unaffiliated SellerAmREIT, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note InsurerMaster Servicer), but shall not be obligated, to purchase for its own account from the Trust Estate (or, in the case of the Issuer, to remove from the Lien of the Indenture) any Mortgage Loan which is ninety (90) 90 days or more Delinquent in the manner and at the Loan Purchase Price specified in Section 2(c)(iv) with respect to Deleted Mortgage Loans and subject to the limitations of Section 8.05 of the Indenture; provided, however, such repurchase rights (except that i) must first be exercised as to those Mortgage Loans most Delinquent in payment at the amount described in clause time of repurchase and (ii) may be exercised, in the aggregate (but excluding those Mortgage Loans being removed to satisfy the LPMI Insurer's right to purchase Delinquent Mortgage Loans covered by the LPMI Policy), with respect to no more than three percent (3.0%) of the definition of Loan Original Pool Principal Balance without FSA's prior consent. The Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Bond Account and the Collateral AgentCustodian, upon notice of receipt by the Indenture Trustee's receipt Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File File. The Issuer and the Indenture Trustee (or the Master Servicer as its agent) shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the Loan. The purchaser of such Mortgage Loan shall succeed to all the Indenture TrusteeIssuer's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller or any Any Affiliate of the Unaffiliated SellerAmREIT, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee and the Note InsurerMaster Servicer), but shall not be obligated, to purchase for its own account from the Trust Estate (or, in the case of the Issuer, to remove from the Lien of the Indenture) any Mortgage Loan which is ninety (90) 90 days or more Delinquent in the manner and at the Loan Purchase Price specified in Section 2(c)(iv) with respect to Deleted Mortgage Loans and subject to the limitations of Section 8.05 of the Indenture; provided, however, such repurchase rights (except that i) must first be exercised as to those Mortgage Loans most Delinquent in payment at the amount described in clause time of repurchase and (ii) may be exercised, in the aggregate (but excluding those Mortgage Loans being removed to satisfy any Mortgage Insurer's right to purchase Delinquent Mortgage Loans covered by an Insurance Policy), with respect to no more than three percent (3.0%) of the definition of Loan Original Pool Principal Balance without FSA's prior consent. The Purchase Price shall in no case be net of the Servicing Fee). The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account and the Collateral AgentCustodian, upon notice of receipt by the Indenture Trustee's receipt Master Servicer of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File File. The Issuer and the Trustee (or the Master Servicer as its agent) shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the Loan. The purchaser of such Mortgage Loan shall succeed to all the Indenture TrusteeIssuer's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders with respect thereto. The purchaser of such Mortgage Loan shall give written notice to the Note Insurer of the means by which any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed of.

Optional Purchase of Defaulted Mortgage Loans. (a) Subject to Sections 5.15(b) and 5.15(c), the Unaffiliated Seller The Master Servicer or any Affiliate affiliate of the Unaffiliated SellerMaster Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Servicer, the Indenture Trustee Master Servicer and the Note InsurerTrustee), but shall not be obligated, to purchase for its own account from the Trust Fund any Mortgage Loan which is ninety (90) 90 days or more Delinquent delinquent in the manner and at the Loan Purchase Price (except that the amount described price specified in clause (ii) of the definition of Loan Purchase Price shall in no case be net of the Servicing Fee)Section 2.04. The purchase price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Certificate Account and the Collateral AgentTrustee, upon the Indenture Trustee's receipt of such deposit, shall release or cause to be released to the purchaser of such Mortgage Loan the related Indenture Trustee's Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee, the Collateral Agent, the Note Insurer Trustee or the Noteholders Certificateholders with respect thereto. The purchaser Notwithstanding the foregoing, the Trustee, whether acting as Trustee or in the capacity of such Mortgage Loan successor Master Servicer, shall give written notice have no obligation to the Note Insurer of the means by which repurchase any Mortgage Loan purchased pursuant to this Section 5.15 is ultimately disposed ofLoan.