Common use of Optional Termination; Final Distribution on the Certificates Clause in Contracts

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (z), the “Termination Price”). The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price. 150 In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount and (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (zy), the “Termination Price”). 100% of the Holders of the Class X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class X Certificates at a price equal to the Termination Price. 150 Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (z), the “Termination Price”). The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price. 150 In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (z), the “Termination Price”). 100% of the Holders of the Class X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class X Certificates at a price equal to the Termination Price. 150 Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class X Certificates in an amount equal to the Termination Price. 155 The right of the Holders of the Class X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (z), the “Termination Price”). The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price. 150 156 In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (z), the “Termination Price”). 100% of the Holders of the Class X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class X Certificates at a price equal to the Termination Price. 150 Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount (y) any outstanding Reimbursement Amount and (z) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (u) through (zu)-(z), the “Termination Price”). 100% of the Holders of the Class X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class X Certificates at a price equal to the Termination Price. 150 Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Optional Termination; Final Distribution on the Certificates. (a) On any Distribution Date on or after the first Distribution Date on which the Aggregate Pool Balance as of the beginning of the related Due Period is less than ten percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting directly or through one or more Affiliates, shall have the option to purchase from the Trustee all (but not fewer than all) of the Mortgage Loans and all other property of the Trust Fund at a cash price equal to the sum of (u) the greater of (i) the sum of (a) the unpaid principal balance of each Mortgage Loan immediately prior to the date of purchase and (b) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (v) any accrued and unpaid interest on the Mortgage Loans from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Distribution Date, calculated at the Mortgage Rate thereon to but not including the related Distribution Date, (w) any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x) the Class A-IO Termination Amount Amount, (y) any outstanding Reimbursement Amount and (z) the fair market value of all other property of the Trust Fund and (z) any Swap Termination Payment owed to the Swap Counterparty as a result of such optional purchase of the Mortgage Loans that remain outstanding (the sum of the amounts in clauses (uv) through (z), the “Termination Price”); provided that either (i) any such purchase shall not result in a draw upon the Class A-F5 Policy or (ii) the Master Servicer shall have first obtained the consent of the Class A-F5 Insurer. 100% of the Holders of the Class X Certificates shall have (I) the right to direct the Master Servicer to exercise such option and (II) the obligation to purchase the Mortgage Loans and all other property of the Trust Fund from the Master Servicer. The Master Servicer shall deliver written notice of its intention to exercise such option to the Trustee not less than ten days prior to the applicable Distribution Date. Upon exercise of such option, the property of the Trust Fund shall be sold to the Master Servicer at a price equal to the Termination Price, whereupon the Master Servicer shall immediately sell such property to the Holders of the Class X Certificates at a price equal to the Termination Price. 150 Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be obligated to purchase the assets of the Trust Fund unless and until the Master Servicer shall have received funds from the Holders of the Class X Certificates in an amount equal to the Termination Price. The right of the Holders of the Class X Certificates to direct the Master Servicer to exercise such optional purchase right is superior to such right of the Master Servicer. The Master Servicer may only exercise such optional right on its own behalf if the Holders of the Class X Certificates do not direct the Master Servicer to exercise the right as set forth in this Section. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Collection Account in respect of the related Total Distribution Amount for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.