Common use of Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans Clause in Contracts

Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans. (a) Subject to Section 10.3, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee with respect to the Group I REMICs, the Group I Loans and Group I Certificates (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 9.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Group I Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicer or the Group I Senior Certificate Insurer, as applicable (the “Group I Terminator”), of all Group I Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group I Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof and (b) May 2040. The purchase by the Group I Terminator of all Group I Loans and each REO Property remaining in REMIC I shall be at a price (the “Group I Termination Price”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Group I Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Group I Terminator and the Securities Administrator in their reasonable discretion and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Group I Terminator and the Securities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.1), (ii) any amounts related to Group I Loans due the related Servicers and the Master Servicer in respect of unpaid Servicing Fees and outstanding Monthly Advances and Servicing Advances and all amounts related to Group I Loans due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager, the Group I Senior Certificate Insurer and the Custodians pursuant to this Agreement, the Insurance Agreement and the Custodial Agreements, as applicable, and (iii) any Swap Termination Payments payable to the related Swap Providers not due to a related Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans. (a) Subject to Section 10.3, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee with respect to the Group I REMICs, the Group I Loans and Group I Certificates (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 9.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Group I Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicer or the Group I Senior Certificate Insurer, as applicable (the “Group I Terminator”), ) of all Group I Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group I Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof and (b) May 2040October 2039. The purchase by the Group I Terminator of all Group I Loans and each REO Property remaining in REMIC I shall be at a price (the “Group I Termination Price”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Group I Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Group I Terminator and the Securities Administrator in their reasonable discretion and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Group I Terminator and the Securities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.1), (ii) any amounts related to Group I Loans due the related Servicers and the Master Servicer in respect of unpaid Servicing Fees and outstanding Monthly Advances and Servicing Advances and all amounts related to Group I Loans due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager, the Group I Senior Certificate Insurer Manager and the Custodians pursuant to this Agreement, the Insurance Agreement and the Custodial Agreements, as applicable, Agreements and (iii) any Swap Termination Payments payable to the related Swap Providers not due to a related Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans. (a) Subject to Section 10.3, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee with respect to the Group I REMICs, the Group I Loans and Group I Certificates (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 9.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Group I Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicer or the Group I Senior Certificate Insurer, as applicable (the “Group I Terminator”), ) of all Group I Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group I Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof and (b) May January 2040. The purchase by the Group I Terminator of all Group I Loans and each REO Property remaining in REMIC I shall be at a price (the “Group I Termination Price”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Group I Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Group I Terminator and the Securities Administrator in their reasonable discretion and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Group I Terminator and the Securities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.1), (ii) any amounts related to Group I Loans due the related Servicers Servicer and the Master Servicer in respect of unpaid Servicing Fees and outstanding Monthly Advances and Servicing Advances and all amounts related to Group I Loans due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager, the Group I Senior Certificate Insurer Trustee and the Custodians Custodian pursuant to this Agreement, the Insurance Agreement and the Custodial Agreements, as applicable, Agreement and (iii) any Swap Termination Payments payable to the related Certificate Swap Providers Provider not due to a related Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination of REMIC I Upon Purchase or Liquidation of All Group I Loans. (a) Subject to Section 10.3, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee with respect to the Group I REMICs, the Group I Loans and Group I Certificates (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 9.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Group I Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicer or the Group I Senior Certificate Insurer, as applicable (the “Group I Terminator”), ) of all Group I Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group I Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof and (b) May April 2040. The purchase by the Group I Terminator of all Group I Loans and each REO Property remaining in REMIC I shall be at a price (the “Group I Termination Price”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Group I Loans included in REMIC I, plus the appraised value of each REO Property, if any, included in REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon by the Group I Terminator and the Securities Administrator in their reasonable discretion and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Group I Terminator and the Securities Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.1), (ii) any amounts related to Group I Loans due the related Servicers Servicer and the Master Servicer in respect of unpaid Servicing Fees and outstanding Monthly Advances and Servicing Advances and all amounts related to Group I Loans due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager, the Group I Senior Certificate Insurer Trustee and the Custodians Custodian pursuant to this Agreement, the Insurance Agreement and the Custodial Agreements, as applicable, Agreement and (iii) any Swap Termination Payments payable to the related Certificate Swap Providers Provider not due to a related Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.