Common use of OPTIONAL REDEMPTION OF THE BONDS Clause in Contracts

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014June 2015. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder such Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Bond Insurance Policy (which these Bonds are redeemed amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Bond Insurer) and plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty Counterparties under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section Sections 3.05(b), (c), (f), (g), (j) and (kd) hereof, hereof and payment in full to the Bond Insurer for all amounts owing under the Bond Insurance Policy and payment in full to the Indenture Trustee for all amounts payable to it under this Indenture and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014March 2006. The holder aggregate redemption price for the Bonds, as evidenced by an Officer's Certificate of the Owner Trust CertificatesMaster Servicer addressed to the Indenture Trustee attesting to the accuracy and detailing the steps of such calculation, or, if there is no single holder, will be equal to the majority holder unpaid Bond Principal Balance of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement as of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Unpaid Interest Shortfalls and Carry-Forward Amounts), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(c) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014July 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014January 2008. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Unpaid Interest Shortfalls), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(c) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior related Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014September 2015. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder such Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty Counterparties under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its the Majority Certificateholder’s exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section Sections 3.05(b), (c), (f), (g), (j) and (kd) hereof, hereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and payment in full to the Indenture Trustee for all amounts payable to it under this Indenture and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April May 2014. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014March 2013. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014March 2008. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Unpaid Interest Shortfalls), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(c) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April February 2014. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer Majority Certificateholder shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer Majority Certificateholder shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer Majority Certificateholder with the Indenture Trustee shall be immediately returned to the Issuer Majority Certificateholder in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date, but not earlier than the Payment Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount occurring in February 2005 and (ii) the Payment Date occurring in April 2014September 2012. The holder of aggregate redemption price for the Owner Trust Certificates, or, if there is no single holder, Bonds will be equal to the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier sum of (i) the unpaid Bond Principal Balance of the Bonds as of the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount), (ii) at the Class A-IO Adjusted Issue Price for the Class A-IO Bonds and (iii) an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsBond Insurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Initial Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Initial Mortgage Loans as of the Cut-off Off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014August, 2005. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice of its exercise of such option to the Indenture Trustee, who shall deposit the Bond Insurer, the Owner Trustee and the Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(a) hereof, and this Indenture shall be discharged discharged, subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 2520% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of aggregate amount deposited into the Group 1 Original Pre-Funded Amount Funding Account and Group 2 Original Pre-Funded Amount and (ii) Funding Account on the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Closing Date and (ii) the Payment Date occurring in April July 2014. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Bond Insurance Policy (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Bond Insurance Policy and to the Indenture Trustee for all amounts payable to it under this Indenture, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.. 66

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014November 2012. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsBond Insurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014January 2012. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Initial Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Initial Mortgage Loans as of the Cut-off Off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014April, 2005. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice of its exercise of such option to the Indenture Trustee, who shall deposit the Bond Insurer, the Owner Trustee and the Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(a) hereof, and this Indenture shall be discharged discharged, subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014June 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Group 1 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior related Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014November 2015. The holder of Majority Certificateholder shall have the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase option to redeem the Group 3 2 Bonds from the trustin whole, effecting the early retirement of the Group 3 Bondsbut not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 2 Loans as of the end of the prior related Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 3 Loans as of the 2 Cut-off Date Balance and (ii) the Payment Date occurring in April 2014November 2015. The purchase aggregate redemption price for the each Group 1 Bonds and Group 2 of Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these such Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section Sections 3.05(b), (c), (f), (g), (je) and (kg) hereof, hereof and payment in full to the Indenture Trustee for all amounts payable to it under this Indenture and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The On or after the Payment Date in April 2005, the Majority Certificateholder shall have the option to redeem the Bonds Bonds, other than the Class A-IO Bonds, in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the CutClean-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Up Call Date and (ii) the Payment Date occurring in April 2014October 2012. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall), Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 2520% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014July 2012. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsBond Insurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Group 1 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014March 2015. The holder of Majority Certificateholder shall have the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase option to redeem the Group 3 2 Bonds from the trustin whole, effecting the early retirement of the Group 3 Bondsbut not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 3 Loans as of the 2 Cut-off Date Balance and (ii) the Payment Date occurring in April 2014March 2015. The purchase aggregate redemption price for the each Group 1 Bonds and Group 2 of Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these such Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereof, hereof and payment in full to the Indenture Trustee for all amounts payable to it under this Indenture and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Group 1 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April June 2014. The holder of Majority Certificateholder shall have the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase option to redeem the Group 3 2 Bonds from the trustin whole, effecting the early retirement of the Group 3 Bondsbut not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 3 Loans as of the 2 Cut-off Date Balance and (ii) the Payment Date occurring in April June 2014. The purchase aggregate redemption price for the each Group 1 Bonds and Group 2 of Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these such Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 is less than or equal to 20% of the aggregate Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014February 2010. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014February 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014November 2011. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014June 2004. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Available Funds Cap Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014November 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% sum of the aggregate Stated Principal Balance of the Mortgage Loans, the Group 1 Loans Pre-Funded Amount and the Group 2 Pre-Funded Amount is less than or equal to 20% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and the sum of Date, the Group 1 Original Pre-Funded Amount and the Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April August 2014. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Bond Insurance Policy (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Bond Insurance Policy and to the Indenture Trustee for all amounts payable to it under this Indenture, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The On or after the Payment Date in January 2006, the Majority Certificateholder shall have the option to redeem the Bonds Bonds, other than the Class A-IO Bonds, in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Mortgage Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014July 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and or Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 is less than or equal to 20% of the aggregate Principal Balance of the Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014December 2010. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) hereof and (k) hereofpayment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority ------------------------------------ Certificateholder shall have the option to redeem the Group 1 Bonds and the Group 2 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and the Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount Balance and Group 2 Original PreCut-Funded Amount off Date Balance and (ii) the Payment Date occurring in April October 2014; provided, that if the Majority Certificateholder fails to exercise such option, the Bond Insurer will have the right to purchase the Group 1 Bonds and Group 2 Bonds at the same price and in the same manner as effected by the Majority Certificateholder. The holder of Majority Certificateholder shall have the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase option to redeem the Group 3 Bonds from the trustin whole, effecting the early retirement of the Group 3 Bondsbut not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date Balance and (ii) the Payment Date occurring in April October 2014. The purchase aggregate redemption price for the each Group 1 Bonds and Group 2 of Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these such Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee hereunder and the Bond Insurer for all amounts owing under the Insurance Agreement, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014March 2012. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 2520% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014May 2012. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the applicable Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon such Payment Date (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsBond Insurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014December 2012. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014July 2006. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Unpaid Interest Shortfalls and Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who and shall deposit provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k) hereof, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April 2014May 2013. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee under this Indenture (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee) and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Group 1 Bonds, the Group 2 Bonds and the Group 3 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the sum of the Group 2 Pre-Funded Amount and the aggregate Stated Principal Balance of the Group 1 Loans, the Group 2 Loans and the Group 3 Loans as of the end of the prior Due Period is less than or equal to 20% of the sum of the Group 2 Original Pre-Funded Amount and the aggregate Group 1 Cut-off Date Balance, Group 2 Cut-off Date Balance and Group 3 Cut-off Date Balance and (ii) the Payment Date occurring in November 2014; provided, that if the Majority Certificateholder fails to exercise such option, the Bond Insurer will have the right to purchase the Group 1 Bonds and Group 2 Bonds at the same price and in the same manner as effected by the Majority Certificateholder. The Majority Certificateholder shall have the option to redeem the Group 4 Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 4 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the 4 Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount Balance and (ii) the Payment Date occurring in April November 2014. The holder aggregate redemption price for each Group of Bonds will be equal to the Owner Trust Certificates, or, if there is no single holder, the majority holder unpaid Bond Principal Balance of the Owner Trust Certificates, may purchase the Group 3 such Bonds from the trust, effecting the early retirement as of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee hereunder and the Bond Insurer for all amounts owing under the Insurance Agreement, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Holder of the Certificates shall have the option to redeem the Bonds Bonds, other than the Class A-IO Bonds, in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Mortgage Loans is less than or equal to 20% of the aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date and Group 2 (ii) the Payment Date in June 2011. Provided the Holder of the Certificates has previously purchased or purchases the Bonds, other than the Class A-IO Bonds, the Holder of the Certificates, or if there is no single Holder, the majority Holder of the Certificates, may cause the termination of the Trust on any Payment Date on or after the Payment Date on which the sum of the aggregate Stated Principal Balance of the ARM Loans as of the end of the prior Due Period is less than or equal to 2515% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 ARM Loans as of the Cut-off Date and Date. The aggregate redemption price for the sum Bonds will be equal to the unpaid Bond Principal Balance of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder Bonds as of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount Shortfalls and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed ), plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder shall have the option to redeem the Bonds Bonds, other than the Class 3-A-IO Bonds, in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the end of the prior Due Period is less than or equal to 25% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Mortgage Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 20142013. The holder aggregate redemption price for the Bonds, other than the Class 3-A-IO Bonds, will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Basis Risk Shortfall Carry-Forward Amount and Basis Risk Shortfall Group 3 Net WAC Cap Carry-Forward Amount) at ), plus an amount sufficient to pay in full all amounts owing to the Bond Interest Rate through Insurer and the date on Indenture Trustee under this Indenture and the Insurance Agreement (which these Bonds are redeemed amounts shall be specified in full together with all amounts due and owing to writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, Bond Insurer) and plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Bond Insurer for all amounts owing under the Insurance Agreement and the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The On or after the Payment Date in July 2005, the Majority Certificateholder shall have the option to redeem the Bonds Bonds, other than the Class A-IO Bonds, in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 2520% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the CutClean-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificates, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Up Call Date and (ii) the Payment Date occurring in April 2014January 2013. The purchase aggregate redemption price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding unpaid Bond Principal Balance of these the Bonds and as of the Payment Date on which the proposed redemption will take place in accordance with the foregoing, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall), Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed plus an amount sufficient to pay in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee under this Indenture (which amounts shall be specified in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% writing upon request of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsTrustee). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee, who shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (kc) hereofhereof and payment in full to the Indenture Trustee, and this Indenture shall be discharged subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Initial Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Initial Mortgage Loans as of the Cut-off Off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014December 2004. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice of its exercise of such option to the Indenture Trustee, who shall deposit the Bond Insurer, the Owner Trustee and the Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(a) hereof, and this Indenture shall be discharged discharged, subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Issuer shall have the option to redeem the Bonds in whole, but not in part, on any Payment Date on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 1 Initial Mortgage Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the sum of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Initial Mortgage Loans as of the Cut-off Off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and or (ii) the Payment Date occurring in April 2014_______________. The holder aggregate redemption price for the Bonds will be equal to the unpaid Bond Principal Balance of the Owner Trust Certificates, or, if there is no single holder, the majority holder Bonds as of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and foregoing, together with accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed such Payment Date (including any Carry-Forward Amount), plus an amount sufficient to pay in full together with all amounts due and owing to the Bond Insurer and the Indenture Trustee under this Indenture and the Insurance Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to the Derivative Contract Counterparty under the related Derivative ContractsInsurer). (b) In order to exercise the foregoing option, the Issuer shall provide written notice of its exercise of such option to the Indenture Trustee, the Owner Trustee and the Master Servicer at least 15 days prior to its exercise. Following receipt of the notice, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, the Issuer shall, not less than one Business Day 15 days prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with the Indenture Trustee (and the Indenture Trustee shall deposit such funds in the Payment Account), and shall provide written notice of its exercise of such option to the Indenture Trustee, who shall deposit the Bond Insurer, the Owner Trustee and the Servicer. Following receipt of the notice and the aggregate redemption price into price, calculated as specified in Section 8.07(a) hereof, pursuant to the Payment Account and shallforegoing, the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Payment Date after receipt of the funds, Bonds and shall apply such funds to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(a) hereof, and this Indenture shall be discharged discharged, subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.

OPTIONAL REDEMPTION OF THE BONDS. (a) The Majority Certificateholder Pursuant to Section 3.23 of the Servicing Agreement, the Servicer shall have the option to redeem purchase 100% of the Mortgage Loans, and cause a redemption of the Bonds in whole, but not in part, on or after any Payment Date on which the aggregate Principal Balance of the Mortgage Loans in all four Groups is reduced to less than 10% of the Maximum Collateral Amount. The aggregate purchase price for the Mortgage Loans in each Group will be equal to the unpaid Bond Principal Balance of the related Class of Bonds (or after B Components in the earlier case of (ithe Class B Bonds) as of the Payment Date on which the aggregate Stated Principal Balance of proposed redemption will take place in accordance with the Group 1 Loans and Group 2 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment Date occurring in April 2014. The holder of the Owner Trust Certificatesforegoing, or, if there is no single holder, the majority holder of the Owner Trust Certificates, may purchase the Group 3 Bonds from the trust, effecting the early retirement of the Group 3 Bonds, on or after the earlier of (i) the Payment Date on which the aggregate Stated Principal Balance of the Group 3 Loans as of the end of the prior Due Period is less than or equal to 25% of the aggregate Stated Principal Balance of the Group 3 Loans as of the Cut-off Date and (ii) the Payment Date occurring in April 2014. The purchase price for the Group 1 Bonds and Group 2 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of these Bonds and together with accrued and unpaid interest thereon (and on the Class IO Bonds) at the related Bond Interest Rate through such Payment Date (including any related Unpaid Interest Shortfall, Class 2-A Net WAC Shortfall Carry-Forward Amount and Basis Risk Shortfall Carry-Forward Amount) at the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due and owing to the Indenture Trustee and the Grantor Trustee in relation to these called Bonds), plus an amount equal sufficient to any pay in full all amounts owing to the Derivative Contract Counterparty under the related Derivative Contracts. The purchase price for the Group 3 Bonds will be equal to 100% of the aggregate outstanding Bond Principal Balance of the related Bonds and accrued and unpaid interest thereon (including any related Unpaid Interest Shortfall and Basis Risk Shortfall Carry-Forward Amount) at Insurer, the Bond Interest Rate through the date on which these Bonds are redeemed in full together with all amounts due Administrator and owing to the Indenture Trustee under this Indenture and the Grantor Trustee in relation to these called Bonds, plus an amount equal to any amounts owing to Insurance Agreement and the Derivative Contract Counterparty Servicer under the related Derivative ContractsServicing Agreement (which amounts shall be specified in writing upon request of the Issuer by the Indenture Trustee, the Bond Administrator and the Bond Insurer). Such redemption must constitute a "qualified liquidation" of the REMIC established by the Issuer under Section 860F of the Code including, without limitation, the requirement that the qualified liquidation takes place over a period not to exceed 90 days. (b) In order to exercise the foregoing option, the Issuer Servicer shall, not less than 30 days prior to the proposed Payment Date on which such redemption is to be made shall provide written notice of its exercise of such option to the Bond Administrator, the Indenture Trustee, the Bond Insurer, the Owner Trustee and the Master Servicer at least 15 days prior to its exerciseIssuer. Following receipt of the noticenotice pursuant to the foregoing, the Bond Administrator on behalf of the Indenture Trustee shall provide notice to the Bondholders of the final payment on the Bonds. In addition, conduct a qualified liquidation of the Issuer shallTrust Estate, not less than one Business Day prior to the proposed Payment Date on which such redemption is to be made, deposit the aggregate redemption price specified in (a) above with and the Indenture Trustee, who Trustee shall deposit the aggregate redemption price into the Payment Account and shall, on the Payment Date after receipt of the funds, apply funds from such funds liquidation to make final payments of principal and interest on the Bonds in accordance with Section 3.05(b), (c), (f), (g), (j) and (k3.05(a) hereof, and this Indenture shall be discharged discharged, subject to the provisions of Section 4.10 hereof. If for any reason the amount deposited by the Issuer is not sufficient to make such redemption or such redemption cannot be completed for any reason, the amount so deposited by the Issuer with the Indenture Trustee shall be immediately returned to the Issuer in full and shall not be used for any other purpose or be deemed to be part of the Trust Estate.