Common use of Sale and Purchase of Mortgage Loans Clause in Contracts

Sale and Purchase of Mortgage Loans. (a) Any redemption of a Class of Notes pursuant to Article X of the Indenture may be funded through the sale of some or all of the Mortgage Loans and REO Properties remaining in the Trust at a price equal to not less than (A) the total outstanding balance of the related Class plus any sums due to the Insurer or (B) the greater of (x) the aggregate Purchase Price of all such Mortgage Loans in the related Group, plus the appraised value of each such REO Property in the related Group, if any, to be sold, such appraisal to be conducted by an appraiser mutually agreed upon by the Trust, the purchaser and the Indenture Trustee in their reasonable discretion (and approved by the Insurer in its reasonable discretion) and (y) the aggregate fair market value of all of the assets to be sold (as determined by the Trust, the purchaser, the Insurer (to the extent the Insurer is not the purchaser) and the Indenture Trustee) as of the close of business on the third Business Day next preceding the date upon which notice of any such Note Redemption is furnished to Noteholders. (b) Within sixty (60) days of receipt of the direction from the Insurer to redeem such Class of the Notes, the Insurer may purchase from the Trust some or all of the Mortgage Loans and REO Property in the related Group included in the Trust Property, as determined by the Insurer, for a purchase price equal to the greater of (i) the price thereof determined in accordance with Section 10.02(a) and (ii) the Redemption Price, such price to be delivered to the Indenture Trustee for deposit into the Distribution Account in immediately available funds at the time of such purchase. (c) The Insurer shall have the right to purchase all of the Mortgage Loans and each REO Property in the related Group remaining in the Trust at the price specified in Section 10.02(a) if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property in such Group remaining in the Trust at the time of such election is equal to or less than 5% of the Original Pool Balance for such Group, provided that such purchase will not subject the Trust to tax. In the event of a purchase of all of the Mortgage Loans and REO Property in such Group remaining in the Trust by the Insurer pursuant to this Section 10.02(c), the Insurer shall deliver to the Indenture Trustee for deposit in the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (d) The Servicer shall have the right to purchase all of the Mortgage Loans and REO Property in such Group remaining in the Trust at the greater of (i) the price specified in Section 10.02(a) and (ii) the Redemption Price, if the aggregate stated Principal Balance of the Mortgage Loans and each REO Property remaining in such Group in the Trust at the time of such election is equal to a less than 10% of the Original Pool Balance for such Group provided that the purchase price paid by the Servicer is equal to the greater of (i) or (ii) above on an after-tax basis. In the event of a purchase of all of the Mortgage Loans and REO Property in such Group remaining in the Trust by the Servicer pursuant to this Section 10.02(d), the Servicer shall deliver to the Indenture Trustee for deposit into the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (e) Prior to any proposed sale of any Mortgage Loans as REO Property in a Group pursuant to Section 10.02(a), 10.02(b) or 10.02

Sale and Purchase of Mortgage Loans. (a) Any redemption of a Class of Notes pursuant to Article X of the Indenture may shall be funded through the sale to the Servicer of some or all of the Mortgage Loans and REO Properties remaining included in the Trust relevant Group pursuant to Section 10.02(b) at a price equal to not less than the greater of (A) the total outstanding balance of the related Class Redemption Price plus any sums all amounts due to the Insurer in respect of such Class or (B) the greater of (x) the aggregate Purchase Price of all such Mortgage Loans in the related Group, plus the appraised value of each such REO Property in the related Group, if any, to be sold, such appraisal to be conducted by an appraiser mutually agreed upon by the Trust, the purchaser and the Indenture Trustee in their reasonable discretion (and approved by the Insurer in its reasonable discretion) and (y) the aggregate fair market value of all of the assets to be sold (as determined by the Trust, the purchaser, the Insurer (to the extent the Insurer is not the purchaser) and the Indenture Trustee) as of the close of business on the third Business Day next preceding the date upon which notice of any such Note Redemption is furnished to Noteholders. (b) Within sixty (60) days of receipt of the direction from the Insurer to redeem such Class of the Notes, the Insurer may purchase from the Trust some or all of the Mortgage Loans and REO Property in the related Group included in the Trust Property, as determined by the Insurer, for a purchase price equal to the greater of (i) the price thereof determined in accordance with Section 10.02(a) and (ii) the Redemption Price, such price to be delivered to the Indenture Trustee for deposit into the Distribution Account in immediately available funds at the time of such purchase.[Reserved] (c) The Insurer shall have the right to purchase all of the Mortgage Loans and each REO Property in the related Group remaining in the Trust at the price specified in Section 10.02(a[Reserved] (d) if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property in such Group remaining in the Trust at the time of such election is equal to or less than 5% of the Original Pool Balance for such Group, provided that such purchase will not subject the Trust to tax. In the event of a purchase of all of the Mortgage Loans and REO Property in such a Group remaining in the Trust by the Insurer pursuant to this Section 10.02(c), the Insurer shall deliver to the Indenture Trustee for deposit in the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (d) The Servicer shall have the right to purchase all of the Mortgage Loans and REO Property in such Group remaining in the Trust at the greater of (i) the price specified in Section 10.02(a) and (ii) the Redemption Price, if the aggregate stated Principal Balance of the Mortgage Loans and each REO Property remaining in such Group in the Trust at the time of such election is equal to a less than 10% of the Original Pool Balance for such Group provided that the purchase price paid by the Servicer is equal to the greater of (i) or (ii) above on an after-tax basis. In the event of a purchase of all of the Mortgage Loans and REO Property in such Group remaining in the Trust by the Servicer pursuant to this Section 10.02(d10.02(a), the Servicer shall deliver to the Indenture Trustee for deposit into the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (e) Prior [Reserved] (f) Upon certification to any proposed sale the Indenture Trustee by a Servicing Officer (a copy of which certification shall be delivered to the Insurer) of the deposit into the Distribution Account of the purchase price of any Mortgage Loans as and REO Property in a Group Properties sold pursuant to Section 10.02(a10.01(a), 10.02(b) or 10.02the Indenture Trustee shall promptly release to the purchaser thereof the Mortgage Files for such Mortgage Loans, and execute all assignments, endorsements and other instruments necessary to effectuate such transfer, subject to the requirements of Section 2.8 of the Indenture.

Sale and Purchase of Mortgage Loans. (a) Any redemption of a Class of the Notes pursuant to Article X of the Indenture may be funded through the sale of some or all of the Mortgage Loans and REO Properties remaining in the Trust at a price equal to not less than (A) the total outstanding balance of the related Class plus any sums due to the Insurer or (B) the greater of (xA) the aggregate Purchase Price of all such Mortgage Loans in the related GroupLoans, plus the appraised value of each such REO Property in the related GroupProperty, if any, to be sold, such appraisal to be conducted by an appraiser mutually agreed upon by the Trust, the purchaser and the Indenture Trustee in their reasonable discretion (and approved by the Insurer in its reasonable discretion) and (yB) the aggregate fair market value of all of the assets to be sold (as determined by the Trust, the purchaser, the Insurer (to the extent the Insurer is not the purchaser) and the Indenture Trustee) as of the close of business on the third Business Day next preceding the date upon which notice of any such Note Redemption is furnished to Noteholders. (b) Within If the Trust has not effected any redemption directed by the Insurer pursuant to Section 10.1(b) of the Indenture within sixty (60) days of receipt of the direction from the Insurer to redeem such Class of the Notes, the Insurer may may, subject to Section 10.1(b) of the Indenture, purchase from the Trust some or all of the Mortgage Loans and REO Property in the related Group included in the Trust Property, as determined by the Insurer, for a purchase price equal to the greater of (i) the price thereof determined in accordance with Section 10.02(a) and (ii) the Redemption Price, such price to be delivered to the Indenture Trustee for deposit into the Distribution Account in immediately available funds at the time of such purchase. (c) The Insurer shall have the right to purchase all of the Mortgage Loans and each REO Property in the related Group remaining in the Trust at the price specified in Section 10.02(a) if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property in such Group remaining in the Trust at the time of such election is equal to or less than 5% of the Original Pool Balance for such GroupBalance, provided that such purchase will not subject the Trust to taxtax and will not cause the Trust to fail to qualify as a REIT. In the event of a purchase of all of the Mortgage Loans and REO Property in such Group remaining in the Trust by the Insurer pursuant to this Section 10.02(c), the Insurer shall deliver to the Indenture Trustee for deposit in the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (d) The Servicer shall have the right to purchase all of the Mortgage Loans and REO Property in such Group remaining in the Trust at the greater of (i) the price specified in Section 10.02(a) and (ii) the Redemption Price, if the aggregate stated Principal Balance of the Mortgage Loans and each REO Property remaining in such Group in the Trust at the time of such election is equal to a less than 10% of the Original Pool Balance for such Group Balance, provided that either (x) such purchase will not otherwise subject the Trust to tax and will not cause the Trust to fail to qualify as a REIT or (y) the purchase price paid by the Servicer is equal to the greater of (i) or (ii) above on an after-tax basis. In the event of a purchase of all of the Mortgage Loans and REO Property in such Group remaining in the Trust by the Servicer pursuant to this Section 10.02(d), the Servicer shall deliver to the Indenture Trustee for deposit into the Distribution Account an amount in immediately available funds equal to the purchase price at the time of such purchase. (e) Prior to any proposed sale of any Mortgage Loans as REO Property in a Group pursuant to Section 10.02(a), 10.02(b) or 10.02