Common use of Optional Purchases of Mortgage Loans by Servicer Clause in Contracts

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate of the Servicer) may, at its option, purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. 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 Interest 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 purchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 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 Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate Servicer, together with Washington Mutual, as servicer under the Washington Mutual Servicing Agreement and Wilshire, as servicer under the Wilshire Servicing Agreement, may, if each of the Servicer) may, Washington Mutual and Wilshire agree to do so in a written notice provided to the Trustee at its optionleast five Business Days prior to the related Distribution Date (the "Termination Notice"), purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for terminate the Trust Fund and retire the Offered Certificates on the next succeeding Distribution Date as of which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day aggregate current Pool Balance is less than 10% of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate aggregate Pool Balance of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during Loans as of the period specified Cut-off Date by purchasing all of the outstanding Mortgage Loans in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent Mortgage Loan Trust Fund at a price equal to the Principal Balance Termination Price and by reimbursing all Servicers for outstanding Advances; provided, however, that Washington Mutual may exercise its option under this Section 2.16 only if the Termination Price is equal to or less than the aggregate fair market value of all of the assets in the Trust Fund (as determined by Washington Mutual as of the close of business on the third Business Day preceding the date on which the Certificates are to be retired pursuant to this Section 2.16). The Termination Price and reimbursement amounts shall be allocated among and paid by the Servicer, Washington Mutual or Wilshire and the purchased Mortgage Loans shall be distributed among the Servicer, Washington Mutual and Wilshire in the manner set forth in the Termination Notice. If the Servicer, Washington Mutual and Wilshire elect not to purchase all of the outstanding Mortgage Loans in the Trust Fund on the Optional Termination Date, then the non-electing party's option to purchase such Mortgage Loans may be exercised by the Servicer, Washington Mutual and/or Wilshire, as the case may be, as agreed to by such electing parties, provided that all and not part of the Mortgage Loan plus accrued interest thereon Loans are purchased at the Termination Price. If the option is not exercised on such Distribution Date then on the next succeeding Distribution Date, and on each Distribution Date thereafter until such time, if any, as the Mortgage Loans are repurchased, any of the Servicer, Washington Mutual and/or Wilshire (or any combination thereof) may, at their option, purchase all of the outstanding Mortgage Loans in the Trust Fund, in the manner described above, for the Termination Price as of such Distribution Date and reimbursement to all Servicers for outstanding Advances. Notwithstanding the foregoing, if S&P has rated a class of debt securities ("Net Interest Rate from Margin Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer, Washington Mutual and/or Wilshire, as applicable, intend to which interest has last been paid exercise their option to purchase the Mortgage Loans, the Servicer, Washington Mutual and/or Wilshire, as applicable, will be permitted to exercise such option only if one of the following conditions is met: (i) after distribution of the Termination Price to the Trust Fund Certificateholders (other than the Holders of the Class X Certificates, Class P Certificates and Class R Certificates) to redeem the related Certificates, the remainder of the Termination Price (the "Remainder Amount") is distributed to the date Holders of purchase plus any unreimbursed Servicing Advances the Class X Certificates and Advances Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities; or (ii) REO Property (A) at its fair market value as determined in good faith by the same time that the Servicer. Any such purchase of a Mortgage Loan or REO Property pursuant , Washington Mutual and/or Wilshire, as applicable, remit the Termination Price to this Section 3.16 shall be accomplished by delivery the Trustee, they also remit to the Trustee for deposit an additional amount which, in combination with the Distribution Account Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities, and (B) the Trustee remits the Remainder Amount to the Holders of the Class X Certificates and Class P Certificates and remits that additional amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such Delinquent Mortgage Loan or REO Property directly to the Servicer indenture trustee (plus any outstanding expenses due and owing to the extent necessary, including indenture trustee) under the prompt delivery of all documentation to indenture creating the ServicerNet Interest Margin Securities.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate Servicer, together with Wilshire, as servicer under the Wilshire Servicing Agreement and Bank of America, as servicer under the Bank of America Servicing Agreement, may, if each of the Servicer) may, Wilshire and Bank of America agree to do so in a written notice provided to the Trustee at its optionleast five Business Days prior to the related Distribution Date (the "Termination Notice"), purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for terminate the Trust Fund and retire the Offered Certificates on the next succeeding Distribution Date as of which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day aggregate current Pool Balance is less than 10% of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate aggregate Pool Balance of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during Loans as of the period specified Cut-off Date by purchasing all of the outstanding Mortgage Loans in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent Mortgage Loan Trust Fund at a price equal to the Principal Balance Termination Price and by reimbursing all Servicers for outstanding Monthly Advances or Servicing Advances; provided, however, that if the Terminating Entity includes the Servicer, the Servicer may exercise or participate in this Optional Termination only if the Termination Price is equal to or less than the aggregate fair market value of all of the assets in the Trust Fund (as determined by the Servicer as of the close of business on the third Business Day preceding the date on which the Certificates are to be retired pursuant to this Optional Termination) (an "Optional Termination"). The Termination Price and reimbursement amounts shall be allocated among and paid by the Servicer, Wilshire or Bank of America and the purchased Mortgage Loans shall be distributed among the Servicer, Wilshire and Bank of America in the manner set forth in the Termination Notice. If the Servicer, Wilshire and Bank of America elect not to purchase all of the outstanding Mortgage Loans in the Trust Fund on the Optional Termination Date, then the non-electing party's option to purchase such Mortgage Loans may be exercised by the Servicer, Wilshire and/or Bank of America, as the case may be (the "Terminating Entity"), as agreed to by such electing parties, provided that all and not part of the Mortgage Loan plus accrued interest thereon Loans are purchased at the Termination Price. If the option is not exercised on such Distribution Date then on the next succeeding Distribution Date, and on each Distribution Date thereafter until such time, if any, as the Mortgage Interest Rate from Loans are repurchased, any of the date Servicer, Wilshire and/or Bank of America (or any combination thereof) may, at their option, purchase all of the outstanding Mortgage Loans in the Trust Fund, in the manner described above, for the Termination Price as of such Distribution Date and reimbursement to which interest has last been paid all Servicers for outstanding Monthly Advances or Servicing Advances (as such term is defined in the applicable Servicing Agreement). Upon receipt by the Trustee of the Termination Price, the Trustee shall, upon request of the Terminating Entity, execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Trust Fund Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional Termination received by the Trustee subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be promptly remitted by it to the Terminating Entity. Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination shall be subject to, and shall in no way adversely affect the right of the Servicer to continue servicing and collecting its Servicing Fee and any other servicing compensation provided for in this Agreement for any Mortgage Loan that remains outstanding at the time of such Optional Termination. Notwithstanding the foregoing, if S&P has rated a class of debt securities ("Net Interest Margin Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer, Wilshire and/or Bank of America, as applicable, intend to exercise their option to purchase plus any unreimbursed Servicing Advances the Mortgage Loans, the Servicer, Wilshire and/or Bank of America, as applicable, will be permitted to exercise such option only if one of the following conditions is met: (i) after distribution of the Termination Price to the Certificateholders (other than the Holders of the Class X Certificates, Class P Certificates and Advances Class R Certificates) to redeem the related Certificates, the remainder of the Termination Price (the "Remainder Amount") is distributed to the Holders of the Class X Certificates and Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities; or (ii) REO Property (A) at its fair market value as determined in good faith by the same time that the Servicer. Any such purchase , Wilshire and/or Bank of a Mortgage Loan or REO Property pursuant America, as applicable, remit the Termination Price to this Section 3.16 shall be accomplished by delivery the Trustee, they also remit to the Trustee for deposit an additional amount which, in combination with the Distribution Account Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities, and (B) the Trustee remits the Remainder Amount to the Holders of the Class X Certificates and Class P Certificates and remits that additional amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such Delinquent Mortgage Loan or REO Property directly to the Servicer indenture trustee (plus any outstanding expenses due and owing to the extent necessary, including indenture trustee) under the prompt delivery of all documentation to indenture creating the ServicerNet Interest Margin Securities.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase repurchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer, without recourse.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “"Initial Delinquency Date” " of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer, without recourse.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.293.27, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 purchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 3.27 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer, without recourse.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate of the Servicer) may, at its option, purchase repurchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. 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 Interest Rate (net of the Servicing Fee 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. The Servicer will not be entitled to any Servicing Fee with respect to any such repurchased Mortgage Loan. Any such purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate Servicer, together with Countrywide, as servicer under the Countrywide Servicing Agreement and Wilshire, as servicer under the Wilshire Servicing Agreement, may, if each of the Servicer) may, Countrywide and Wilshire agree to do so in a written notice provided to the Trustee at its optionleast five Business Days prior to the related Distribution Date (the "Termination Notice"), purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for terminate the Trust Fund and retire the Offered Certificates on the next succeeding Distribution Date as of which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day aggregate current Pool Balance is less than 10% of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate aggregate Pool Balance of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during Loans as of the period specified Cut-off Date by purchasing all of the outstanding Mortgage Loans in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent Mortgage Loan Trust Fund at a price equal to the Principal Balance Termination Price and by reimbursing all Servicers for outstanding Advances and Servicing Advances. The Termination Price and reimbursement amounts shall be allocated among and paid by the Servicer, Countrywide and Wilshire and the purchased Mortgage Loans shall be distributed among the Servicer, Countrywide and Wilshire in the manner set forth in the Termination Notice. If the Servicer, Countrywide or Wilshire elects not to purchase all of the outstanding Mortgage Loans in the Trust Fund on the Optional Termination Date, then the non-electing party's option to purchase such Mortgage Loans may be exercised by the Servicer, Countrywide and/or Wilshire, as the case may be, as agreed to by such electing parties, provided that all and not part of the Mortgage Loan plus accrued interest thereon Loans are purchased at the Termination Price. If the option is not exercised on such Distribution Date then on the next succeeding Distribution Date, and on each Distribution Date thereafter until such time, if any, as the Mortgage Loans are repurchased, any of the Servicer, Countrywide and Wilshire (or any combination thereof) may, at their option, purchase all of the outstanding Mortgage Loans in the Trust Fund, in the manner described above, for the Termination Price as of such Distribution Date. Notwithstanding the foregoing, if S&P has rated a class of debt securities ("Net Interest Rate from Margin Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer, Countrywide and/or Wilshire, as applicable, intend to which interest has last been paid exercise their option to purchase the Mortgage Loans, the Servicer, Countrywide and/or Wilshire, as applicable, will be permitted to exercise such option only if one of the following conditions is met: (i) after distribution of the Termination Price to the Trust Fund Certificateholders (other than the Holders of the Class X Certificates, Class P Certificates and Class R Certificates) to redeem the related Certificates, the remainder of the Termination Price (the "Remainder Amount") is distributed to the date Holders of purchase plus any unreimbursed Servicing Advances the Class X Certificates and Advances Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities; or (ii) REO Property (A) at its fair market value as determined in good faith by the same time that the Servicer. Any such purchase of a Mortgage Loan or REO Property pursuant , Countrywide and/or Wilshire, as applicable, remit the Termination Price to this Section 3.16 shall be accomplished by delivery the Trustee, they also remit to the Trustee for deposit an additional amount which, in combination with the Distribution Account Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities, and (B) the Trustee remits the Remainder Amount to the Holders of the Class X Certificates and Class P Certificates and remits that additional amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such Delinquent Mortgage Loan or REO Property directly to the Servicer indenture trustee (plus any outstanding expenses due and owing to the extent necessary, including indenture trustee) under the prompt delivery of all documentation to indenture creating the ServicerNet Interest Margin Securities.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate Servicer, together with Ocwen, as servicer under the Ocwen Servicing Agreement and Countrywide, as servicer under the Countrywide Servicing Agreement, may, if each of the Servicer) may, Ocwen and Countrywide agree to do so in a written notice provided to the Trustee at its optionleast five Business Days prior to the related Distribution Date (the "Termination Notice"), purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for terminate the Trust Fund and retire the Offered Certificates on the next succeeding Distribution Date as of which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day aggregate current Pool Balance is less than 10% of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate aggregate Pool Balance of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during Loans as of the period specified Cut-off Date by purchasing all of the outstanding Mortgage Loans in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent Mortgage Loan Trust Fund at a price equal to the Principal Balance Termination Price and by reimbursing all Servicers for outstanding Advances and Servicing Arrearages. The Termination Price and reimbursement amounts shall be allocated among and paid by the Servicer, Ocwen or Countrywide and the purchased Mortgage Loans shall be distributed among the Servicer, Ocwen and Countrywide in the manner set forth in the Termination Notice. If the Servicer, Ocwen and Countrywide elect not to purchase all of the outstanding Mortgage Loans in the Trust Fund on the Optional Termination Date, then the non-electing party's option to purchase such Mortgage Loans may be exercised by the Servicer, Ocwen and/or Countrywide, as the case may be, as agreed to by such electing parties, provided that all and not part of the Mortgage Loan plus accrued interest thereon Loans are purchased at the Termination Price. If the option is not exercised on such Distribution Date then on the next succeeding Distribution Date, and on each Distribution Date thereafter until such time, if any, as the Mortgage Loans are repurchased, any of the Servicer, Ocwen and/or Countrywide (or any combination thereof) may, at their option, purchase all of the outstanding Mortgage Loans in the Trust Fund, in the manner described above, for the Termination Price as of such Distribution Date and reimbursement to all Servicers for outstanding Advances and Servicing Arrearages. Notwithstanding the foregoing, if S&P has rated a class of debt securities ("Net Interest Rate from Margin Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer, Ocwen and/or Countrywide, as applicable, intend to which interest has last been paid exercise their option to purchase the Mortgage Loans, the Servicer, Ocwen and/or Countrywide, as applicable, will be permitted to exercise such option only if one of the following conditions is met: (i) after distribution of the Termination Price to the Trust Fund Certificateholders (other than the Holders of the Class X Certificates, Class P Certificates and Class R Certificates) to redeem the related Certificates, the remainder of the Termination Price (the "Remainder Amount") is distributed to the date Holders of purchase plus any unreimbursed Servicing Advances the Class X Certificates and Advances Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities; or (ii) REO Property (A) at its fair market value as determined in good faith by the same time that the Servicer. Any such purchase of a Mortgage Loan or REO Property pursuant , Ocwen and/or Countrywide, as applicable, remit the Termination Price to this Section 3.16 shall be accomplished by delivery the Trustee, they also remit to the Trustee for deposit an additional amount which, in combination with the Distribution Account Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities, and (B) the Trustee remits the Remainder Amount to the Holders of the Class X Certificates and Class P Certificates and remits that additional amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such Delinquent Mortgage Loan or REO Property directly to the Servicer indenture trustee (plus any outstanding expenses due and owing to the extent necessary, including indenture trustee) under the prompt delivery of all documentation to indenture creating the ServicerNet Interest Margin Securities.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase repurchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 3.16(a) shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all necessary documentation provided by it to the Servicer.. Back to Contents

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer, without recourse.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “"Initial Delinquency Date” " of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.27, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.303.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan (including any REO Property) at a price equal to the Principal Balance unpaid principal balance of the Mortgage Loan plus accrued interest thereon at the Mortgage Interest 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 made by the ServicerServicer with respect thereto. Any such purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer, without recourse.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate Servicer, together with Ocwen, as servicer under the Ocwen Servicing Agreement and Wilshire, as servicer under the Wilshire Servicing Agreement, may, if each of the Servicer) may, Ocwen and Wilshire agree to do so in a written notice provided to the Trustee at its optionleast five Business Days prior to the related Distribution Date (the "Termination Notice"), purchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for terminate the Trust Fund and retire the Offered Certificates on the next succeeding Distribution Date as of which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day aggregate current Pool Balance is less than 10% of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate aggregate Pool Balance of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during Loans as of the period specified Cut-off Date by purchasing all of the outstanding Mortgage Loans in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent. Prior to any purchase pursuant to this Section 3.29, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.30. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such (i) Delinquent Mortgage Loan Trust Fund at a price equal to the Principal Balance Termination Price and by reimbursing all Servicers for outstanding Advances and Servicing Arrearages. The Termination Price and reimbursement amounts shall be allocated among and paid by the Servicer, Ocwen and Wilshire and the purchased Mortgage Loans shall be distributed among the Servicer, Ocwen and Wilshire in the manner set forth in the Termination Notice. If the Servicer, Ocwen or Wilshire elects not to purchase all of the outstanding Mortgage Loans in the Trust Fund on the Optional Termination Date, then the non-electing party's option to purchase such Mortgage Loans may be exercised by the Servicer, Ocwen and/or Wilshire, as the case may be, as agreed to by such electing parties, provided that all and not part of the Mortgage Loan plus accrued interest thereon Loans are purchased at the Termination Price. If the option is not exercised on such Distribution Date then on the next succeeding Distribution Date, and on each Distribution Date thereafter until such time, if any, as the Mortgage Loans are repurchased, any of the Servicer, Ocwen and/or Wilshire (or any combination thereof) may, at their option, purchase all of the outstanding Mortgage Loans in the Trust Fund, in the manner described above, for the Termination Price as of such Distribution Date. Notwithstanding the foregoing, if S&P has rated a class of debt securities ("Net Interest Rate from Margin Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer, Ocwen and/or Wilshire, as applicable, intend to which interest has last been paid exercise their option to purchase the Mortgage Loans, the Servicer, Ocwen and/or Wilshire, as applicable, will be permitted to exercise such option only if one of the following conditions is met: (i) after distribution of the Termination Price to the Trust Fund Certificateholders (other than the Holders of the Class X Certificates, Class P Certificates and Class R Certificates) to redeem the related Certificates, the remainder of the Termination Price (the "Remainder Amount") is distributed to the date Holders of purchase plus any unreimbursed Servicing Advances the Class X Certificates and Advances Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities; or (ii) REO Property (A) at its fair market value as determined in good faith by the same time that the Servicer. Any such purchase of a Mortgage Loan or REO Property pursuant , Ocwen and/or Wilshire, as applicable, remit the Termination Price to this Section 3.16 shall be accomplished by delivery the Trustee, they also remit to the Trustee for deposit an additional amount which, in combination with the Distribution Account Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the Net Interest Margin Securities, and (B) the Trustee remits the Remainder Amount to the Holders of the Class X Certificates and Class P Certificates and remits that additional amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such Delinquent Mortgage Loan or REO Property directly to the Servicer indenture trustee (plus any outstanding expenses due and owing to the extent necessary, including indenture trustee) under the prompt delivery of all documentation to indenture creating the ServicerNet Interest Margin Securities.

Optional Purchases of Mortgage Loans by Servicer. The Servicer (or an Affiliate affiliate of the Servicer) may, at its option, purchase repurchase a Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure, during the period commencing on the first day of the calendar quarter succeeding the calendar quarter in which the Initial Delinquency Date occurred with respect to such Mortgage Loan and ending on the last Business Day of such calendar quarter. If the Servicer (or an Affiliate affiliate of the Servicer) does not exercise its purchase right with respect to a Mortgage Loan during the period specified in the preceding sentence, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding sentence only after the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage Loan first became 120 days Delinquent or, in the event such loan is a Re-Performing Mortgage Loan which was Delinquent 120 days or more as of the Cut-off Date, the date on which such Re-Performing Mortgage Loan first becomes an additional 30 days or more Delinquent. Prior to any purchase repurchase pursuant to this Section 3.293.16, the Servicer shall be required to continue to make monthly advances pursuant to Section 3.304.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased repurchased which is materially adverse to the interests of the CertificateholdersCertificateholders or the Guarantor. The Servicer shall purchase such (i) Delinquent delinquent Mortgage Loan at a price equal to the Purchase Price or (ii) the lesser of (a) the appraised value of any REO Property as determined by an appraisal completed by an independent appraiser selected by the Servicer at the expense of the Servicer and (b) the unpaid Principal Balance of the each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest 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 ServicerRate. Any such purchase repurchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Pricepurchase price. The Trustee shall immediately effectuate the conveyance of such Delinquent delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer.