Common use of Optional Termination Clause in Contracts

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. (a) On any Master Servicer Remittance Date on or after any Payment Date on which the Pool Principal Balance declines to 10% Initial Optional Termination Date, Saxon or less the Holders of a majority in Percentage Interests of the Original Pool Principal BalanceClass of Certificates designated in the Trust Agreement (the "Designated Class") may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans and all property theretofore acquired in respect of any Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Majority Residual Interestholders may, Trust Estate at their option, effect an early termination a price equal to 100% of the Issuer. On or after any Payment Date on which the Pool aggregate Scheduled Principal Balance declines to 5% or less Balances of the Original Pool Principal BalanceMortgage Loans (including any REO Property) as of the day of purchase minus amounts remitted from the Master Servicer Custodial Account to the Asset Proceeds Account representing collections of principal on the Mortgage Loans during the current Remittance Period, then plus one month's interest on such amount computed at the Securities Insurer Adjusted Pass-Through Rate, plus in all cases all accrued and unpaid Servicing Fees and Master Servicing Fees plus any unpaid Reimbursement Amounts plus the aggregate amount of any unreimbursed Advances and any Advances which a Servicer or the Master Servicer may, at their respective options, effect an early termination of the Issuerhas theretofore failed to remit; but in any event such purchase amount shall be sufficient to retire all other Certificates in full. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect In connection with such early termination by providing prior notice thereof to the Servicer, the Indenture Trusteepurchase, the Master Servicer, Servicer shall remit to the Securities Insurer and Owner Trustee and by purchasing all (or the Paying Agent on behalf of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Trustee) all amounts then on deposit in the Collection Master Servicer Custodial Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Asset Proceeds Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have occurred immediately preceding such purchase. (b) If an election has been received during made to treat certain assets of the related Due PeriodTrust as a REMIC, in connection with any such purchase, Saxon or such Holders shall direct the Trustee to adopt and the Trustee shall adopt, as to the REMIC, a plan of complete liquidation as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer, and amounts so transferred shall be applied provide to the Trustee an Opinion of Counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such purchase and liquidation constitutes, as to the REMIC, a Qualified Liquidation. In addition, Saxon or such Holders shall provide to the Trustee an Opinion of Counsel acceptable to the Trustee to the effect that such purchase and liquidation does not constitute a preference payment pursuant to the United States Bankruptcy Code. (c) Promptly following any purchase described in this Section 5.01(d) and (e) hereof9.02, the Trustee will release the Trustee Mortgage Loan File to the Holders of the Designated Certificates or otherwise upon their order.

Optional Termination. On The Majority Residual Interestholders may, at their option, effect an early termination of the Issuer and the Grantor Trust on or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerMaximum Collateral Amount. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Grantor Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to Section 5.02 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. (a) On any Master Servicer Remittance Date on or after any Payment Date on which the Pool Principal Balance declines to 10% Initial Optional Termination Date, the Depositor or less the Holders of a majority in Percentage Interests of the Original Pool Principal BalanceClass of Certificates designated in the Trust Agreement (the "Designated Class") may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans and all property theretofore acquired in respect of any Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Majority Residual Interestholders may, Trust Estate at their option, effect an early termination a price equal to 100% of the Issuer. On or after any Payment Date on which the Pool aggregate Scheduled Principal Balance declines to 5% or less Balances of the Original Pool Principal BalanceMortgage Loans (including any REO Property) as of the day of purchase minus amounts remitted from the Master Servicer Custodial Account to the Asset Proceeds Account representing collections of principal on the Mortgage Loans during the current Remittance Period, then plus one month's interest on such amount computed at the Securities Insurer Adjusted Pass-Through Rate, plus in all cases all accrued and unpaid Servicing Fees and Master Servicing Fees plus any unpaid Reimbursement Amounts plus the aggregate amount of any unreimbursed Advances and any Advances which a Servicer or the Master Servicer may, at their respective options, effect an early termination of the Issuerhas theretofore failed to remit; but in any event such purchase amount shall be sufficient to retire all other Certificates in full. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect In connection with such early termination by providing prior notice thereof to the Servicer, the Indenture Trusteepurchase, the Master Servicer, Servicer shall remit to the Securities Insurer and Owner Trustee and by purchasing all (or the Paying Agent on behalf of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Trustee) all amounts then on deposit in the Collection Master Servicer Custodial Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Asset Proceeds Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have occurred immediately preceding such purchase. (b) If an election has been received during made to treat certain assets of the related Due PeriodTrust as a REMIC, in connection with any such purchase, the Depositor or such Holders shall direct the Trustee to adopt and the Trustee shall adopt, as to the REMIC, a plan of complete liquidation acceptable to the Certificate Insurer, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer, and amounts so transferred shall be applied provide to the Trustee and the Certificate Insurer an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such purchase and liquidation constitutes, as to the REMIC, a Qualified Liquidation. In addition, the Depositor or such Holders shall provide to the Trustee and the Certificate Insurer an Opinion of Counsel acceptable to the Trustee and the Certificate Insurer to the effect that such purchase and liquidation does not constitute a preference payment pursuant to the United States Bankruptcy Code. (c) Promptly following any purchase described in this Section 5.01(d) and (e) hereof9.02, the Trustee will release the Trustee Mortgage Loan File to the Holders of the Designated Certificates or otherwise upon their order.

Optional Termination. (a) On any Distribution Date on or after any Payment the first Distribution Date on which the Pool Principal Asset Balance declines to 10% or for such date is less than [ ] percent of the Original Pool Principal Cut-off Date Asset Balance, then [ ], acting directly or through one or more Affiliates, may purchase from the Majority Residual Interestholders may, at their option, effect an early termination Issuer all (but not fewer than all) of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less Loan Assets and all other property of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, cash price equal to or the sum of (A) the sum of (w) the greater than of (i) the sum of the unpaid principal balance of each Mortgage Loan and the Underlying Securities Balance immediately prior to the date of purchase and (ii) the fair market value of such Mortgage Loans and Underlying Securities (disregarding accrued interest), (x) 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 and any accrued and unpaid interest on the Underlying Securities to but not including the related Distribution Date, (y) any unreimbursed Servicing Advances with respect to such Mortgage Loan and (z) the fair market value of all other property of the Trust, and (B) the Yield Maintenance Amount (such amount, the “Termination Price”). [ ] shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Distribution Date. The expense right of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense [ ] so to exercise such optional purchase right is superior to such right of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any The Master Servicer may only exercise such early termination by the Majority Residual Interestholdersoptional right if [ ] explicitly declines to do so. In connection with such purchase, the Securities Insurer or the Master Servicer, as applicable, Servicer shall be accomplished by depositing into the Collection Account on the third Business Day prior remit to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Indenture Trustee all amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by in respect of the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred related Total Distribution Amount for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Distribution Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during occurred immediately preceding such purchase.] (b) In connection with any purchase of the related Due Period, and amounts so transferred shall be applied property of the Trust pursuant to this Section 5.01(d) 11.02, the Master Servicer shall reimburse itself and (e) hereofeach applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Distribution Account. Promptly following any such purchase pursuant to this Section, the Indenture Trustee or the Custodian shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 11.02, or otherwise upon its order.

Optional Termination. [(a) On any Payment Date on or after any the first Payment Date on which the Pool Principal Asset Balance declines to 10% or for such date is less than [ ] percent of the Original Pool Principal Cut-off Date Asset Balance, then [ ], acting directly or through one or more Affiliates, may purchase from the Majority Residual Interestholders may, at their option, effect an early termination Issuer all (but not fewer than all) of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less Loan Assets and all other property of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, cash price equal to or the sum of (A) the sum of (w) the greater than of (i) the sum of the unpaid principal balance of each Mortgage Loan and the Underlying Securities Balance immediately prior to the date of purchase and (ii) the fair market value of such Mortgage Loans and Underlying Securities (disregarding accrued interest), (x) 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 Payment Date, calculated at the Mortgage Rate thereon and any accrued and unpaid interest on the Underlying Securities to but not including the related Payment Date, (y) any unreimbursed Servicing Advances with respect to such Mortgage Loan and (z) the fair market value of all other property of the Trust, and (B) the Yield Maintenance Amount (such amount, the “Termination Price”). [ ] shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. The expense right of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense [ ] so to exercise such optional purchase right is superior to such right of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any The Master Servicer may only exercise such early termination by the Majority Residual Interestholdersoptional right if [ ] explicitly declines to do so. In connection with such purchase, the Securities Insurer or the Master Servicer, as applicable, Servicer shall be accomplished by depositing into the Collection Account on the third Business Day prior remit to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Indenture Trustee all amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by in respect of the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred related Total Distribution Amount for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Distribution Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereofoccurred immediately preceding such purchase.]

Optional Termination. On The Majority Residual Interestholders may, at their option, effect an early termination of the Issuer and the Grantor Trust on or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Grantor Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to Section 5.02 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On or after any Payment Date on which or after the Pool Principal Balance declines to 10% or less of the Original Pool Principal BalanceCall Option Date, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Aggregate Pool Principal Balance declines to 5% or less of the Original Cut-Off Date Aggregate Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective optionsits option, effect an early termination of the Issuer. If the Securities Insurer does not exercise this option, the Servicer may do so, at its option. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(35.01(b)(4) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for each Class of Notes for such final Payment DateDate for any Class of Notes, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10___% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5___% or less of the Original Pool Principal Balance, then [the Securities Insurer or or] the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer[, the Securities Insurer Insurer] and Owner Trustee and by purchasing all of the Home Mortgage Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders [and the Securities Insurer Insurer] on the succeeding Payment Date; and any amounts received with respect to the Home Mortgage Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof [or the Securities Insurer, as applicable]. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then [the Securities Insurer or or] the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer[, the Securities Insurer Insurer] and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders[, the Securities Insurer Insurer] or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders [and the Securities Insurer Insurer] on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof [or the Securities Insurer, as applicable]. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. (a) On any Payment Date on or after any the first Payment Date on which the Pool Principal Asset Balance declines to 10% or for such date is less than [ ] percent of the Original Pool Principal Cut-off Date Asset Balance, then [ ], acting directly or through one or more Affiliates, may purchase from the Majority Residual Interestholders may, at their option, effect an early termination Issuer all (but not fewer than all) of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less Loan Assets and all other property of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, cash price equal to or the sum of (A) the sum of (w) the greater than of (i) the sum of the unpaid principal balance of each Mortgage Loan and the Underlying Securities Balance immediately prior to the date of purchase and (ii) the fair market value of such Mortgage Loans and Underlying Securities (disregarding accrued interest), (x) 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 Payment Date, calculated at the Mortgage Rate thereon and any accrued and unpaid interest on the Underlying Securities to but not including the related Payment Date, (y) any unreimbursed Servicing Advances with respect to such Mortgage Loan and (z) the fair market value of all other property of the Trust, and (B) the Yield Maintenance Amount (such amount, the “Termination Price”). [ ] shall deliver written notice of its intention to exercise such option to the Issuer, the Indenture Trustee and the Master Servicer not less than ten days prior to the applicable Payment Date. The expense right of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense [ ] so to exercise such optional purchase right is superior to such right of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any The Master Servicer may only exercise such early termination by the Majority Residual Interestholdersoptional right if [ ] explicitly declines to do so. In connection with such purchase, the Securities Insurer or the Master Servicer, as applicable, Servicer shall be accomplished by depositing into the Collection Account on the third Business Day prior remit to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Indenture Trustee all amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by in respect of the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred related Total Distribution Amount for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Distribution Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during occurred immediately preceding such purchase.] (b) In connection with any purchase of the related Due Period, and amounts so transferred shall be applied property of the Trust pursuant to this Section 5.01(d) 10.02, the Master Servicer shall reimburse itself and (e) hereofeach applicable Servicer for any amounts to be reimbursed to the Master Servicer or such Servicer pursuant to this Agreement and the applicable Servicing Agreements from funds in the Collection Account prior to remitting the balance of the funds in the Collection Account to the Note Distribution Account. Promptly following any such purchase pursuant to this Section, the Indenture Trustee or the Custodian shall release the Mortgage Files to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its order.

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the IssuerIssuing Entity. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerIssuing Entity. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer Issuing Entity at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On (a) The Holders of a majority of the Certificates shall have the right, but not the obligation, to purchase from the Issuer all of the assets of the Trust Estate at a price equal to the Termination Price on or after the first Payment Date on which an Optional Termination is permitted as described in Section 10.18(c) below. (b) If the Holders of a majority of the Certificates do not exercise their option pursuant to 10.18(a) above on any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balancean Optional Termination is permitted as described in Section 10.18(c) below, then the Majority Residual Interestholders mayServicer shall have the right, at their optionbut not the obligation, effect an early termination of to purchase from the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing Issuer all of the Home Loans from assets of the Issuer Trust Estate at a purchase price, payable in cash, price equal to or greater than the Termination Price. The expense ; provided, however that the Servicer shall not be allowed to exercise such option unless the Termination Price equals or exceeds the sum of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense (a) the aggregate Class Principal Balance of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day each Class of Notes immediately prior to the Payment Date on which such purchase occurs, (b) the aggregate of any Applied Loss Amounts on the Notes remaining unpaid immediately prior to the Payment Date on which such purchase is to occur occurs, (c) the amount aggregate of the Current Interest on the Notes for the Payment Date on which such purchase occurs, (d) the aggregate of any Carryforward Interest on the Notes for the Payment Date on which such purchase occurs and (e) any unpaid amounts owed to the Indenture Trustee or the Owner Trustee. (c) The right of the Holders of a majority of the Certificates or the Servicer, as applicable, to purchase the assets of the Issuer pursuant to 10.18(a) or (b) above on any Payment Date is conditioned upon the Aggregate Loan Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the Aggregate Loan Balance as of the Cut-off Date. If such right is exercised, the Holders of a majority of the Certificates or the Servicer, as applicable, shall deposit the applicable Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by with the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) 4.10 hereof and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall be transferred release to the Note Payment Account pursuant designee appointed by the Holders of a majority of the Certificates or the Servicer, as applicable, the files pertaining to Section 5.01(b)(2) hereof the Loans being purchased. The Holders of a majority of the Certificates or the Servicer, as applicable, at their expense, shall prepare and deliver to the Indenture Trustee for payment execution, at the time the Loans are to Noteholders be released to the Holders of a majority of the Certificates or the Servicer, as applicable, appropriate documents assigning each such Loan from the Indenture Trustee and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect Issuer to the Home Loans and Foreclosure Properties subsequent to Holders of a majority of the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof Certificates or the Securities InsurerServicer, as applicable. For purposes If the Optional Termination is pursuant to Section 10.18(a) above, the Holders of calculating a majority of the Available Certificates shall give the Indenture Trustee and the Servicer not less than fifteen Business Days' prior written notice of the Payment Amount for Date on which the Holders of a majority of the Certificates anticipates that the final distribution will be made to Noteholders. If the Holders of a majority of the Certificates do not give such final notice with respect to any Payment Date, amounts transferred to then if the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied Servicer exercises its Optional Termination pursuant to Section 5.01(d10.18(b) above, the Servicer shall give the Indenture Trustee no more than fourteen and not less than seven Business Days' prior written notice of the Payment Date on which the Servicer anticipates that the final distribution will be made to Securityholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes and/or the Certificateholders may surrender their Certificates to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Indenture Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Notes and/or Certificates is anticipated to be made upon presentation and surrender of Notes and/or Certificates at the office or agency of the Indenture Trustee therein designated; and (eii) hereofthe amount of any such final payment, if known. Notwithstanding the foregoing, none of the Depositor, the Seller or any Affiliate of either the Depositor or the Seller shall have any right to purchase from the Issuer all of the assets of the Trust Estate pursuant to this Section, regardless of such entity's ownership of the Certificates.

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the IssuerIssuer and the Grantor Trust. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective optionsits option, effect an early termination of the IssuerIssuer and the Grantor Trust. The Majority Residual Interestholders, the Securities Insurer Interestholders or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the ServicerIndenture Trustee, the Indenture Grantor Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section SECTION 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer Interestholders or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer Interestholders or the Master Servicer, as applicable, Servicer shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1SECTION 5.01(B)(I) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3SECTION 5.01(B)(III) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2SECTION 5.01(B)(II) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to SECTION 5.01 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(dSECTION 5.01(D) and (eE) hereof.

Optional Termination. (a) On any Master Servicer Remittance Date on or after the Initial Optional Termination Date, Meritech may determine to purchase and may cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans and all property theretofore acquired in respect of any Payment Date on which Mortgage Loan by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Pool Principal Balance declines Trust Estate at a price equal to 10100% or less of the Original Pool aggregate Scheduled Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination Balances of the Issuer. On or after Mortgage Loans (including any Payment Date on which the Pool Principal Balance declines to 5% or less REO Property) as of the Original Pool Principal Balanceday of purchase minus amounts remitted from the Master Servicer Custodial Account to the Asset Proceeds Account representing collections of principal on the Mortgage Loans during the current Remittance Period, then plus one month's interest on such amount, plus in all cases all accrued and unpaid Servicing Fees and Master Servicing Fees plus any unpaid Reimbursement Amounts plus the Securities Insurer aggregate amount of any unreimbursed Advances and any Advances which Meritech or any other Servicer or the Master Servicer may, at their respective options, effect an early termination of the Issuerhas theretofore failed to remit; but in any event such purchase amount shall be sufficient to retire all Group I and Group II Certificates in full. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect In connection with such early termination by providing prior notice thereof to the Servicer, the Indenture Trusteepurchase, the Master Servicer, Servicer shall remit to the Securities Insurer and Owner Trustee and by purchasing all (or the Paying Agent on behalf of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any Trustee) all amounts then on deposit in the Collection Master Servicer Custodial Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred for deposit to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date Asset Proceeds Account, which deposit shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during occurred immediately preceding such purchase. (b) Meritech shall direct the related Due PeriodTrustee to adopt and the Trustee shall adopt, as to the REMIC, a plan of complete liquidation as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer, and amounts so transferred shall be applied provide to the Trustee an Opinion of Counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such purchase and liquidation constitutes, as to the REMIC, a Qualified Liquidation. In addition, Meritech shall provide to the Trustee an Opinion of Counsel acceptable to the Trustee to the effect that such purchase and liquidation does not constitute a preference payment pursuant to the United States Bankruptcy Code. (c) Promptly following any purchase described in this Section 5.01(d) and (e) hereof5.07, the Trustee will release the Trustee Mortgage Loan File to Meritech or otherwise upon its order.

Optional Termination. On The Majority Residual Interestholders may, at their option, effect an early termination of the Trust on or after any Payment Distribution Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerMaximum Collateral Amount. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Distribution Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Distribution Account pursuant to Section 5.01(b)(2) hereof for payment distribution to Noteholders and the Securities Insurer on the succeeding Payment Distribution Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Distribution Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Distribution Amount for such final Payment Distribution Date, amounts transferred to the Note Payment Distribution Account immediately preceding such final Payment Distribution Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On (a) The Holders of a majority of the Class CE-2 Certificates shall have the right, but not the obligation, to purchase from the Issuer all of the assets of the Trust Estate at a price equal to the Termination Price on or after the first Payment Date on which an Optional Termination is permitted as described in Section 10.18(c) below. (b) If the Holders of a majority of the Class CE-2 Certificates do not exercise their option pursuant to 10.18(a) above on any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balancean Optional Termination is permitted as described in Section 10.18(c) below, then the Majority Residual Interestholders mayServicer shall have the right, at their optionbut not the obligation, effect an early termination of to purchase from the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing Issuer all of the Home Loans from assets of the Issuer Trust Estate at a purchase price, payable in cash, price equal to or greater than the Termination Price. The expense ; provided, however that the Servicer shall not be allowed to exercise such option unless the Termination Price equals or exceeds the sum of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense (a) the aggregate Class Principal Balance of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day each Class of Notes immediately prior to the Payment Date on which such purchase occurs, (b) the aggregate of any Applied Loss Amounts on the Notes remaining unpaid immediately prior to the Payment Date on which such purchase is to occur occurs, (c) the amount aggregate of the Current Interest on the Notes for the Payment Date on which such purchase occurs, (d) the aggregate of any Carryforward Interest on the Notes for the Payment Date on which such purchase occurs and (e) any unpaid amounts owed to the Indenture Trustee or the Owner Trustee. (c) The right of the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, to purchase the assets of the Issuer pursuant to 10.18(a) or (b) above on any Payment Date is conditioned upon the Aggregate Loan Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the Aggregate Loan Balance as of the Cut-off Date. If such right is exercised, the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, shall deposit the applicable Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by with the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) 4.10 hereof and, upon the receipt of such deposit, the Indenture Trustee or Custodian shall be transferred release to the Note Payment Account pursuant designee appointed by the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, the files pertaining to Section 5.01(b)(2) hereof the Loans being purchased. The Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, at their expense, shall prepare and deliver to the Indenture Trustee for payment execution, at the time the Loans are to Noteholders be released to the Holders of a majority of the Class CE-2 Certificates or the Servicer, as applicable, appropriate documents assigning each such Loan from the Indenture Trustee and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect Issuer to the Home Loans and Foreclosure Properties subsequent to Holders of a majority of the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof Class CE-2 Certificates or the Securities InsurerServicer, as applicable. For purposes If the Optional Termination is pursuant to Section 10.18(a) above, the Holders of calculating a majority of the Available Class CE-2 Certificates shall give the Indenture Trustee and the Servicer not less than fifteen Business Days' prior written notice of the Payment Amount for Date on which the Holders of a majority of the Class CE-2 Certificates anticipates that the final distribution will be made to Noteholders. If the Holders of a majority of the Class CE-2 Certificates do not give such final notice with respect to any Payment Date, amounts transferred to then if the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied Servicer exercises its Optional Termination pursuant to Section 5.01(d10.18(b) above, the Servicer shall give the Indenture Trustee no more than fourteen and not less than seven Business Days' prior written notice of the Payment Date on which the Servicer anticipates that the final distribution will be made to Securityholders. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Noteholders may surrender their Notes and/or the Certificateholders may surrender their Certificates to the Indenture Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Indenture Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Notes and/or Certificates is anticipated to be made upon presentation and surrender of Notes and/or Certificates at the office or agency of the Indenture Trustee therein designated; and (eii) hereofthe amount of any such final payment, if known. Notwithstanding the foregoing, none of the Depositor, the Seller or any Affiliate of either the Depositor or the Seller shall have any right to purchase from the Issuer all of the assets of the Trust Estate pursuant to this Section, regardless of such entity's ownership of the Certificates.

Optional Termination. On or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the IssuerIssuer and the Grantor Trust. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerIssuer and the Grantor Trust. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Grantor Trustee, the Master Servicer, the Securities Insurer and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to Section 5.02 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicable. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On The Majority Residual Interestholders may, at their option, effect an early termination of the Issuer on or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerMaximum Collateral Amount. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof for payment distribution to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On The Residual Interest Certificateholders may, at their option, (or if the Residual Interest Certificateholders fail to exercise such option the Certificate Insurer may, at its option) effect an early termination of REMIC I and REMIC II on or after any Payment Distribution Date on which the aggregate Pool Principal Balance for Fixed Rate Mortgage Loans and Adjustable Rate Mortgage Loans declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interest Certificateholders shall effect such early termination by providing prior notice thereof to the Servicer, Trustee and the Indenture Trustee, the Master Servicer, the Securities Certificate Insurer and Owner Trustee and by purchasing all of the Home related Mortgage Loans from the Issuer at a purchase price, payable in cash, equal to or greater price not less than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interest Certificateholders shall be accomplished by depositing into the related Collection Account on the third Business Day prior to Determination Date immediately preceding the Payment Distribution Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the related Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof 6.1 and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof6.1) shall be transferred to the Note Payment related Certificate Account pursuant for distribution to Section 5.01(b)(2) hereof for payment to Noteholders and the Securities Insurer related Certificateholders on the succeeding Payment Distribution Date; and any amounts received with respect to 133 the Home Mortgage Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Distribution Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the related Available Payment Distribution Amount for such final Payment Distribution Date, amounts transferred to the Note Payment related Certificate Account immediately preceding such final Payment Distribution Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred . Any such early termination shall be applied pursuant conducted so as to Section 5.01(d) and (e) hereofconstitute a qualified liquidation under the REMIC Provisions.

Optional Termination. On The Issuer may, at its option, effect an early redemption of the Notes and an early termination of the Issuer and the Grantor Trust on or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an Maximum Collateral Amount. Such redemption and early termination of may be effected at the Issuer. On or after any Payment Date on which Servicer's election by the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the Issuer. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Grantor Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of Majority Residual Interestholders, the Securities Insurer or Servicer. Any amount received from such sale with respect to FHA Pending Claims shall be considered FHA Insurance Payment Amounts. The expense of any Independent appraiser required under this Section 11.02 shall be a non-reimbursable expense of the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Servicer shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to Section 5.02 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.

Optional Termination. On The Majority Residual Interestholders may, at their option, effect an early termination of the Issuer and the Grantor Trust on or after any Payment Date on which the Pool Principal Balance declines to 10% or less of the Original Pool Principal Balance, then the Majority Residual Interestholders may, at their option, effect an early termination of the Issuer. On or after any Payment Date on which the Pool Principal Balance declines to 5% or less of the Original Pool Principal Balance, then the Securities Insurer or the Master Servicer may, at their respective options, effect an early termination of the IssuerMaximum Collateral Amount. The Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall effect such early termination by providing prior notice thereof to the Servicer, the Indenture Trustee, the Master Servicer, the Securities Insurer Grantor Trustee and Owner Trustee and by purchasing all of the Home Loans from the Issuer Grantor Trustee at a purchase price, payable in cash, equal to or greater than the Termination Price. The expense of any Independent appraiser required under this Section 11.02 shall be a nonreimbursable expense of the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable. Any such early termination by the Majority Residual Interestholders, the Securities Insurer or the Master Servicer, as applicable, Interestholders shall be accomplished by depositing into the Collection Account on the third Business Day prior to the Payment Date on which the purchase is to occur the amount of the Termination Price to be paid. The Termination Price and any amounts then on deposit in the Collection Account (other than any amounts not required to have been deposited therein pursuant to Section 5.01(b)(1) hereof and any amounts withdrawn withdrawable therefrom by the Indenture Trustee pursuant to Section 5.01(b)(3) hereof) shall be transferred to the Note Payment Account pursuant to Section 5.01(b)(2) hereof as a terminating distribution in respect of the Grantor Trust Certificate pursuant to Section 5.02 of the Grantor Trust Agreement for payment to Noteholders and the Securities Insurer on the succeeding Payment Date; and any amounts received with respect to the Home Loans and Foreclosure Properties subsequent to the Due Period immediately preceding such final Payment Date shall belong to the purchaser thereof or the Securities Insurer, as applicablethereof. For purposes of calculating the Available Payment Amount for such final Payment Date, amounts transferred to the Note Payment Account immediately preceding such final Payment Date shall in all cases be deemed to have been received during the related Due Period, and amounts so transferred shall be applied pursuant to Section 5.01(d) and (e) hereof.