Common use of Termination of Trust Clause in Contracts

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. (a) The Trust created hereunder and all obligations created by this Agreement will terminate shall dissolve upon the earliest of (i) the maturity or other liquidation of the last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) the payment to the Owners Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all Certificates from other amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) at the time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to this Section 9.01. Except as provided in Section 9.02, the bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the later Equity Certificate from the Servicer given pursuant to occur Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (ai) the Payment Date upon which final payment or of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other liquidation than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (or any advance made d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto) . If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the last Mortgage Loan in Equity Certificate, and the Trust Estate or (b) cost thereof shall be paid out of the disposition of all property acquired in respect of any Mortgage Loan funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation after exhaustion of both Mortgage Loan Groups included within such remedies shall be distributed by the Owner Trustee to the Trust is effected as described below or Depositor. (iiie) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that Upon the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance completion of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf winding up of the Trust following its dissolution, the Owner Trustee shall cause the Certificate of Trust to adopt be canceled by filing a plan certificate of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) cancellation with the Secretary of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each State in accordance with such plan, so that the liquidation or distribution provisions of Section 3810 of the Statutory Trust EstateStatute, and upon the distribution of any proceeds of the liquidation effectiveness thereof, this Agreement and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofbe terminated.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder under a Trust Agreement and all obligations created by this Agreement thereby will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later last to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateEstate and (c) if an election has been made to treat certain assets of the Trust as a REMIC, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such liquidation constitutes constitutes, as to the REMIC, a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans assets constituting the REMIC and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of Certificates, that there may be no claim under any Certificate Insurance Policy following termination of the Trust pursuant to clause (c) of the first sentence of this Section 9.01 without the consent of the Certificate Insurer. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxXxxxxxx Xxxxxx Xxxx, the late Ambassador former President of the United States to the United KingdomStates, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and Certificate Insurer in the manner set forth in Section 11.5 11.05 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (ii) abovec), the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. (a) The Trust created hereunder and all obligations created by this Agreement will terminate shall dissolve upon the earliest of (i) the maturity or other liquidation of the last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) the payment to the Owners Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all Certificates from other amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement and the other Transaction Documents, or (iii) at the time provided in Section 9.02 below; provided that the rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective dissolution pursuant to this Section 9.01. Except as provided in Section 9.02, the bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the later Equity Certificate from the Servicer given pursuant to occur Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (ai) the Payment Date upon which final payment or of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other liquidation than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate to the Owner Trustee, the Owner Trustee shall direct the Indenture Trustee to distribute to the Equity Certificateholder amounts distributable on such Payment Date. (or any advance made d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto) . If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the last Mortgage Loan in Equity Certificate, and the Trust Estate or (b) cost thereof shall be paid out of the disposition of all property acquired in respect of any Mortgage Loan funds and other assets that remain subject to this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation after exhaustion of both Mortgage Loan Groups included within such remedies shall be distributed by the Owner Trustee to the Trust is effected as described below or Depositor. (iiie) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that Upon the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance completion of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf winding up of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such planthe Delaware Statutory Trust Act following its dissolution, so that the liquidation or distribution Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust EstateAct, and upon the distribution of any proceeds of the liquidation effectiveness thereof, this Agreement and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofbe terminated.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate or (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iib) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to each REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, Liquidation and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to the Certificate Insurer and each Owner in the manner set forth in Section 11.5 12.5 hereof.

Termination of Trust. (a) The respective obligations and responsibilities of the Trust created hereunder Depositor and all obligations the Owner Trustee created by this Agreement will and the Trust created by this Agreement shall terminate upon the earliest of (i) the maturity or other liquidation of the last Contract and related Transferred Assets, and the subsequent distribution of amounts in respect of such Transferred Assets as provided in the Transaction Documents, or (ii) the payment to the Owners Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued interest thereon to the date of repayment, and all Certificates from other amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners parties or to which such parties are entitled pursuant to this Agreement, the Pooling Agreement upon and the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateTransaction Documents, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described at the time provided in Section 9.2, 9.3 and 9.4 hereof9.02 below; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will that in no event shall the Trust trust created by this Agreement continue beyond the expiration of twenty-one (21) 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 United Kingdom, living on the date hereofof this Agreement of Xxxx Xxxxxxx of the Commonwealth of Massachusetts; and provided, further, that the rights to indemnification under Section 8.02 shall survive the termination of the Trust. The Servicer shall promptly notify the Owner Trustee and the Administrative Agent of any prospective termination pursuant to this Section 9.01. Except as provided in Section 9.02, the bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Equity Certificateholder, shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Equity Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Assets, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Trust Depositor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (c) Promptly upon receipt of notice of final distribution on the Equity Certificate from the Servicer given pursuant to Section 10.01 of the Pooling Agreement, the Owner Trustee shall mail written notice to the Equity Certificateholder specifying (i) the Payment Date upon which final payment of the Equity Certificate shall be made upon presentation and surrender of Equity Certificate at the office of the Owner Trustee as therein specified, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Equity Certificate at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Equity Certificateholder. Upon presentation and surrender of the Equity Certificate, the Owner Trustee shall cause to be distributed to Equity Certificateholder amounts distributable on such Payment Date pursuant to Section 5.02. (d) In the event that the Equity Certificateholder shall not surrender the Equity Certificate for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice of termination to the Equity Certificateholder to surrender the Equity Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Equity Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Equity Certificateholder concerning surrender of the Agreement Equity Certificate, and the cost thereof shall be paid out of the funds and other assets that remain subject to each Owner this Agreement. Any funds which are payable to the Equity Certificateholder remaining in the manner set forth Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Trust Depositor. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 11.5 hereof3810 of the Business Trust Statute.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the United KingdomUnixxx Xxxxxxx, living xxxxng on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder under a Trust Agreement and all obligations created by this Agreement thereby will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust EstateEstate and (c) if an election has been made to treat certain assets of the Trust as a REMIC, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) 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 liquidation constitutes constitutes, as to the REMIC, a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans assets constituting the REMIC and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of the Certificates, that there may be no claim under any Certificate Insurance Policy following termination of the Trust pursuant to clause (c) of the first sentence of this Section 9.01 without the consent of the Certificate Insurer. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxXxxxxxx Xxxxxx Xxxx, the late Ambassador former President of the United States to the United KingdomStates, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and the Certificate Insurer in the manner set forth in Section 11.5 11.05 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereofhereof ; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the United KingdomCoxxx xx Xxxxx Xxxxs, living on the date hereof. The Trustee shall give written notice of notixx xx termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners Holders of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners Holders of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower- Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. Term . The Voting Trust created hereunder hereby commenced as of November 1, 2021 and all obligations created by shall continue in effect until the first occurrence of any of the following events, whereupon the Voting Trust and this Agreement will automatically shall terminate: (a) A determination by the Transferor during his lifetime while he is legally competent to terminate upon the earliest of Voting Trust; (ib) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held A determination by the Trustee and required to be paid to such Owners pursuant to this Agreement upon terminate the later to occur of Trust; (ac) the final payment sale, lease, exchange, encumbrance or other liquidation disposition (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the other than licenses that do not constitute an effective disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind substantially all of the assets of the Trust Estate to Corporation and its subsidiaries taken as a whole, and the remaining Owners grant of the Certificates based on their security interests in the ordinary course of business) by the Corporation of all or substantially all of the Corporation’s assets; (d) the merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation that would result in the Class A Common Stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its sole parent entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its sole parent entity outstanding immediately after such merger or consolidation; or (e) the date on which the number of shares of Voting Stock held in the Voting Trust represent less than 25 percent (25%) of the aggregate voting power of the outstanding Class A Common Stock and Class B Common Stock of the Corporation. Procedure Upon Termination . Upon termination of the Voting Trust, each in accordance with such plan, so that the liquidation or distribution Trustee shall distribute to the holders of the Trust EstateCertificates, upon surrender of the same to the Trustee (to the extent they are in certificated form), certificates or stock powers endorsed in blank representing that number of shares of Voting Stock equal to the number of shares of beneficial interest in the Voting Trust so surrendered to the Trustee, or in the case of dissolution or liquidation, a pro rata share of the money or other property received by the Trustee in such liquidation or dissolution, based on the number of shares of beneficial interest in the Voting Trust so surrendered to the Trustee and the aggregate number of shares of beneficial interest in the Voting Trust. If at the time of such termination no Trustee is serving hereunder, the distribution of any proceeds then President of the liquidation and law firm of Xxxxxxx & Xxxx, S.C., Milwaukee, Wisconsin, or its successor, may appoint a person to perform the termination of this Agreement occur no later than the close duties of the 90th day after the date of adoption of the plan of liquidation and Trustee under this Section 8.2 as successor trustee for such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofpurpose only.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners Holders of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement 104 upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners Holders of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower-Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates (including the Certificate Insurer, pursuant to its subrogation rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC Estate to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) 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 each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner and the Certificate Insurer in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Certificates, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC Estate to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners Holders of all Certificates (including the Certificate Insurer, pursuant to its subrogation and reimbursement rights), from amounts other than those available under the Certificate Insurance Policies Policies, of all amounts held by the Trustee and required to be paid to such Owners Holders pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners Holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and as prepared by the Master Servicer and (yii) 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 each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners Holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. The Holders of the Certificates agree, by acceptance of the Certificates, that there may be no claim under the Certificate Insurance Policies following termination of the Trust pursuant to clause (c) of the first sentence of this Section 5.01. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner Holder and the Certificate Insurer in the manner set forth in Section 11.5 hereof11.05 of the Standard Terms.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Certificates, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust REMIC Estate is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United KingdomCourt of Saint James's, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The (a) Subject to Section 9.3, the Trust created Fund and the respective obliga- tions and responsibilities of the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Fiscal Agent hereunder (other than the obligation of the Trustee to make payments to Certificateholders on the final Distribution Date pursuant to Article IV or otherwise as set forth in Section 9.2 and all other than the obligations created by this Agreement will in the nature of information or tax reporting or tax-related administrative or judicial contests or proceedings) shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (aA) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in held by the Trust Estate or Fund and (bB) the disposition of all property acquired in respect of any Mortgage Loan remaining in the last REO Property held by the Trust Estate, and (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners sale of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of any REO Properties held by the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each Fund in accordance with such plan, so Section 9.1(b); provided that the liquidation or distribution of in no event shall the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust Fund created by this Agreement hereby continue beyond the expiration of twenty-one (21) 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 United KingdomCourt of St. Xxxxx, living on the date hereof. The . (b) As soon as reasonably practical, the Trustee shall give written the Holders of the Controlling Class, the Depositor, the Master Servicer, the Special Servicer and the Majority Certificateholder of the Class R-I Certificates notice of termination the date when the aggregate Certificate Balance of the Agreement Principal Balance Certificates, after giving effect to each Owner distributions of principal made on the next Distribution Date, will be less than or equal to 1% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. The Holders of the Controlling Class representing a majority Percentage Interest in such Class, the Depositor, the Master Servicer, the Special Servicer, and the Majority Certificateholder of the Class R-I Certificates shall thereafter be entitled, in that order of priority, to purchase, in whole only, the Mortgage Loans and any REO Properties then remaining in the manner set forth Trust Fund. If any such party desires to exercise such option, it will notify the Trustee who will notify any other such party with a prior right to exercise such option. If any such party that has been so provided notice by the Trustee notifies the Trustee within ten Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, in Section 11.5 hereofthe event that more than one of such parties notifies the Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. The "Termination Price" shall equal the sum of (i) the aggregate Repurchase Price of all the remaining Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) held by the Trust, plus (ii) the appraised value of each remaining REO Property, if any, held by the Trust (such appraisal to be conducted in accordance with MAI standards by an appraiser with at least 150 ten years experience in the related property type and in the jurisdiction in which the REO Property is located selected by the Master Servicer and approved by the Trustee), minus (iii) solely in the case where the Master Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by the Master Servicer, together with any Advance Interest Amount accrued and payable to the Master Servicer in respect of such Advances and any unpaid Master Servicing Fees remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) (or, solely in the case where the Special Servicer is effecting such purchase, any unpaid Special Servicing Fees remaining outstanding, which items shall be deemed to have been paid or reimbursed to the Special Servicer in connection with such purchase). In the event that the Holders of the Controlling Class representing a majority Percentage Interest in such Class, the Depositor, the Master Servicer, the Special Servicer, or the Majority Certificateholder of Class R-I Certificates purchase all of the remaining Mortgage Loans and REO Properties held by the Trust in accordance with the preceding paragraph, the party effecting such purchase (the "Final Purchaser") shall (i) deposit in the Collection Account not later than the Determination Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the Termination Price and (ii) deliver notice to the Trustee of its intention to effect such purchase. Upon confirmation that such deposit has been made, the Trustee shall release or cause to be released to the Final Purchaser or its designee the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Final Purchaser without recourse, representation or warranty as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties held by the Trust, in each case without representation or warranty by the Trustee. All Mortgage Files for the remaining Mortgage Loans and REO Properties shall be delivered to the Final Purchaser or its designee.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 9.02 or 9.03 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement 104 111 pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously 103 direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The (a) Subject to Section 10.3, the Trust created and the respective obligations and responsibilities of the Depositor, the Trustee, the Master Servicer and the Special Servicer hereunder (other than the obligation of the Trustee to make payments to Certificateholders on the final Distribution Date pursuant to Section 6.4 or otherwise as set forth in Section 10.2 and all other than the obligations created by this Agreement will in the nature of information or tax reporting or tax-related administrative or judicial contests or proceedings) shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (aA) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in held by the Trust Estate or and (bB) the disposition of all property acquired in respect of any Mortgage Loan remaining in the last REO Property held by the Trust Estate, and (ii) at the sale of all Mortgage Loans and any time when a Qualified Liquidation of both Mortgage Loan Groups included within REO Properties held by the Trust is effected as described below or (iii) as described in accordance with Section 9.2, 9.3 and 9.4 hereof10.1(b); provided, provided that in no event shall the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement hereby continue beyond the expiration of twenty-one (21) 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 United KingdomCourt of St. Xxxxx, living on the date hereof. The . (b) As soon as reasonably practical, the Trustee shall give written the Operating Advisor, the Special Servicer, the Depositor, the Master Servicer and the Holders of the Residual Certificates representing a majority Percentage Interest in the Class R-I Interests notice of termination the date when the aggregate Certificate Principal Balance of the Agreement Principal Balances Certificates, after giving effect to each Owner distributions of principal made on the next Distribution Date, will be less than or equal to 5% of the Initial Pool Balance. The Operating Advisor, the Special Servicer, the Depositor, the Master Servicer and the Holders of the Residual Certificates representing a majority Percentage Interest in the manner set forth Class R-I Interests shall thereafter be entitled, in Section 11.5 hereofthat order of priority, to purchase, in whole only, the Mortgage Loans and any REO Properties then remaining in the Trust Fund. If any such party desires to exercise such option, it will notify the Trustee who will notify any other such party with a prior right to exercise such option. If any such party that has been so provided notice by the Trustee notifies the Trustee within ten Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, in the event that more than one of such parties notifies the Trustee that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. The "Termination Price" shall equal the greater of (x) the sum of (i) the aggregate Purchase Price of all the remaining Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) held by the Trust, plus (ii) the appraised value of each remaining REO Property, if any, held by the Trust (such appraisal to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer and approved by the Trustee), minus (iii) solely in the case where the Master Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by the Master Servicer, together with any Advance Interest accrued and payable to the Master Servicer in respect of such Advances and any unpaid Master Servicing Fees remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase); (y) the fair market value of all remaining assets of the Trust Fund; and (z) the amount that would be sufficient to pay the outstanding Certificate Principal Balance of each Class of Certificates, Distributable Certificate Interest thereon, and Distributable Certificate Interest on the Class IO Certificates for the final Distribution Date. In the event that the Operating Advisor, the Special Servicer, the Depositor, the Master Servicer or the Holders of the Residual Certificates representing a majority Percentage Interest in the Class R-I Interests purchase all of the remaining Mortgage Loans and REO Properties held by the Trust in accordance with the preceding paragraph, the party effecting such purchase (the "Final Purchaser") shall deposit in the Collection Account not later than the Determination Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the Termination Price. Upon confirmation that such deposit has been made, the Trustee shall release or cause to be released to the Final Purchaser or its designee the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Final Purchaser as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties held by the Trust, in each case without representation or warranty by the Trustee. All Servicing Files for the remaining Mortgage Loans and REO Properties shall be delivered to the Final Purchaser or its designee.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation; provided, however, that no such liquidation plan shall be adopted without the consent of the Certificate Insurer if such liquidation would result in a claim under the Certificate Insurance Policy. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by 102 114 Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United Ambassadxx xx xxx Xxxxxx States to the United KingdomCourt of Saint James, living on the date hereof. The Trustee Thx Xxxstee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof12.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after 119 133 the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the United KingdomCouxx xx Xxxxx Xxxxx, living on the date hereof. The Trustee shall give written notice of noticx xx termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Insurer any amounts owed under the Insurance Agreement and return the Insurance Policy to the Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under 105 the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an 98 112 opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under and the Certificate Insurance Policies Insurer of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause CLAUSE (iiC) above, the Owners holders of all Certificates then Outstanding Outstanding, with the consent of the Certificate Insurer shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofSECTION 12.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Group I Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners holders of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, and (iic) at any time when a Qualified Liquidation of both the Mortgage Loan Groups Loans included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners holders of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Depositor and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners holders of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof13.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property Property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation liquidation, which plan shall be described by such Owners with specificity, for both each of the Mortgage Loan GroupsGroups and each of the Master REMIC and the Subsidiary REMIC, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee (the cost of which opinion shall be an expense of the Trust and which opinion shall be at no expense to the Trustee) to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust Upper-Tier REMIC or the Lower-Tier REMIC is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Upper-Tier REMIC or the Lower- Tier REMIC, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 9.02 or 9.03 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust Upper-Tier REMIC and the Lower-Tier REMIC to adopt a plan of complete liquidation for both with respect to each of the Mortgage Loan Groups, Loans as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, and distribute to the Certificate Insurer any amounts owed under the Insurance Agreement and return the Certificate Insurance Policy to the Certificate Insurer, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx Josexx X. Xxxxxxx, the xxe late Ambassador of the United States to the United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. Fund Upon Repurchase or -------------------------------------------- Liquidation of All Mortgage Loans. (a) The Trust respective obligations and --------------------------------- responsibilities of the Trustee and the Master Servicer created hereunder hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02, the obligation of the Master Servicer to make a final remittance to the Trustee for deposit into the Certificate Account pursuant to Section 4.01 and all the obligations created by this Agreement will of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14), shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, Fund and the disposition of all REO Property and (ii) at any time when a Qualified Liquidation the sale of both Mortgage Loan Groups included within the property held by the Trust is effected as described below Fund in accordance with Section 7.01(b) or (iii) as described in Section 9.2, 9.3 and 9.4 hereofc); provided, however, that in no event shall the Trust Fund created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement hereby continue beyond the earlier of (i) the expiration of twenty-one (21) 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 United KingdomCourt of St. James's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of Any termination of the Agreement Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a "qualified liquidation" under the REMIC Provisions. (b) On any Distribution Date occurring after the date on which the aggregate Scheduled Principal Balance of the Mortgage Loans is less than 5% of the Cut-off Date Aggregate Principal Balance, the Depositor may cause the Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property. The property of the Trust Fund shall be sold at a price (the "Termination Price") equal to: (i) 100% of the unpaid principal balance of each Owner Mortgage Loan on the day of such purchase plus interest accrued thereon at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date in the manner set forth in Section 11.5 hereofDue Period immediately preceding the related Distribution Date to the date of such repurchase and (ii) the fair market value of any REO Property and any other property held by any REMIC, such fair market value to be determined by an appraiser or appraisers mutually agreed upon by the Master Servicer and the Trustee.

Termination of Trust. (a) The Trust created hereunder and all obligations created by this Agreement will terminate shall dissolve upon the earliest of (i) the maturity or other liquidation of the last Receivable and Related Rights, and the subsequent distribution of amounts in respect of such Related Rights as provided in the Transaction Documents, and (ii) the payment to the Owners Noteholders and any other party entitled thereto of the entire outstanding principal balance of the Notes, together with accrued and unpaid interest thereon to the date of repayment, and all Certificates from other amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners parties or to which such parties are entitled pursuant to this Agreement, the Transfer and Servicing Agreement upon and the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereofTransaction Documents; provided, that the Trust created hereunder rights to indemnification under Section 8.02 shall survive the dissolution and termination of the Trust. The bankruptcy, liquidation, dissolution, termination, resignation, expulsion, withdrawal, death or incapacity of the Equity Certificateholder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct operate to dissolve or terminate this Agreement or the Trustee on behalf Trust, or (y) to the fullest extent permitted by law, entitle such Equity Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsor Trust Assets, as contemplated by Section 860F(a)(4or (z) otherwise affect the rights, obligations and liabilities of the Code and parties hereto. (yb) provide to the Trustee an opinion Notice of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation any dissolution or termination of the Trust Estate, or shall distribute equitably in kind all be given by the Owner Trustee by letter to the Equity Certificateholder and the Administrator mailed within five (5) Business Days of the assets Owner Trustee’s receipt of written notice of such dissolution and the following information from the Administrator, such notice shall state that the final distribution of all amounts remaining in the Trust Accounts and all remaining Trust Assets shall be made by the Administrator upon presentation and surrender of the Trust Estate Equity Certificate to the remaining Owners of Owner Trustee (with notice to the Certificates based on their interests in Administrator). In the Trust, each in accordance with such plan, so event that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day Equity Certificateholder shall not surrender its Equity Certificate for cancellation within six months after the date of adoption the notice delivered by the Owner Trustee, the Administrator shall distribute any funds remaining in the Trust Accounts to the Transferor. (c) Except as provided in Section 9.01(a), neither the Transferor nor the Equity Certificateholder shall be entitled to revoke or terminate the Trust. (d) Upon the completion of winding up of the plan Trust by the Owner Trustee in accordance with the Delaware Statutory Trust Act following its dissolution including Section 3808(e) thereof, the Owner Trustee shall, at the direction and expense of liquidation the Transferor or as provided in Article VIII, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act, and such liquidation qualifies as a Qualified Liquidation. In no eventupon the effectiveness thereof, however, will this Agreement (except for Article VIII) and the Trust created by this Agreement continue beyond the expiration shall terminate and be of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereofno further force or effect.

Termination of Trust. The (a) Subject to Section 9.3, the Trust created Fund and the respective obliga- tions and responsibilities of the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Fiscal Agent hereunder (other than the obligation of the Trustee to make payments to Certificateholders on the final Distribution Date pursuant to Article IV or otherwise as set forth in Section 9.2 and all other than the obligations created by this Agreement will in the nature of information or tax reporting or tax-related administrative or judicial contests or proceedings) shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (aA) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in held by the Trust Estate or Fund and (bB) the disposition of all property acquired in respect of any Mortgage Loan remaining in the last REO Property held by the Trust Estate, and (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners sale of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of any REO Properties held by the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each Fund in accordance with such plan, so Section 9.1(b); provided that the liquidation or distribution of in no event shall the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust Fund created by this Agreement hereby continue beyond the expiration of twenty-one (21) 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 United KingdomCourt of St. Xxxxx, living on the date hereof. The . (b) As soon as reasonably practical, the Trustee shall give written the Holders of the Controlling Class, the Depositor, the Master Servicer, the Special Servicer and the Majority Certificateholder of the Class R-I Certificates notice of termination the date when the aggregate Certificate Balance of the Agreement Principal Balance Certificates, after giving effect to each Owner distributions of principal made on the next Distribution Date, will be less than or equal to 1% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. The Holders of the Controlling Class representing a majority Percentage Interest in such Class, the Depositor, the Master Servicer, the Special Servicer, and the Majority Certificateholder of the Class R-I Certificates shall thereafter be entitled, in that order of priority, to purchase, in whole only, the Mortgage Loans and any REO Properties then remaining in the manner set forth Trust Fund. If any such party desires to exercise such option, it will notify the Trustee who will notify any other such party with a prior right to exercise such option. If any such party that has been so provided notice by the Trustee notifies the Trustee within ten Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, in Section 11.5 hereof.the event that more than one of such parties notifies the Trustee that it wishes to purchase the assets of the Trust, the party with 162

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the United KingdomXxxxx xx Xxxxx Xxmes, living on the date hereof. The Trustee shall give written notice noxxxx of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the REMIC Trust is effected as described below or (iii) as described in Section 9.2, 9.2 or 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupswith respect to the REMIC Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups the Home Equity Loans included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust each REMIC to adopt a plan of complete liquidation for both Mortgage Loan Groups, the of the Home Equity Loans as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The (a) Subject to Section 9.3, the Trust created Fund and the respective obligations and responsibilities of the Depositor, the Trustee, the Master Servicer and the Special Servicer hereunder (other than the obligation of the Trustee to make payments to Certificateholders on the final Distribution Date pursuant to Article IV or otherwise as set forth in Section 9.2 and all other than the obligations created by this Agreement will in the nature of information or tax reporting or tax-related administrative or judicial contests or proceedings) shall terminate upon on the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (aA) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in held by the Trust Estate or Fund and (bB) the disposition of all property acquired in respect of any Mortgage Loan remaining in the last REO Property held by the Trust Estate, and (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners sale of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of any REO Properties held by the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each Fund in accordance with such plan, so Section 9.1(b); provided that the liquidation or distribution of in no event shall the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust Fund created by this Agreement hereby continue beyond the expiration of twenty-one (21) 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador xxx xxxx Xxxxxxador of the United States to the United KingdomCourt of St. James, living on thx xxxe hereof. (b) As soon as reasonably practical, the Trustee shall give the Holders of the Controlling Class, the Master Servicer, the Special Servicer and the Majority Certificateholder of the Class R-I Certificates notice of the date hereofwhen the then-current aggregate Stated Principal Balance of the Mortgage Loans (including, without limitation, any REO Mortgage Loans) will be less than 1% of the initial aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The Holders of the Controlling Class representing a majority Percentage Interest in such Class, the Master Servicer, the Special Servicer, and the Majority Certificateholder of the Class R-I Certificates shall thereafter be entitled, in that order of priority, to purchase, in whole only, the Mortgage Loans and any REO Properties then remaining in the Trust Fund. If any such party desires to exercise such option, it will notify the Trustee who will notify any other such party with a prior right to exercise such option. If any such party that has been so provided notice by the Trustee notifies the Trustee within ten Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, in the event that more than one of such parties notifies the Trustee during any Collection Period that it wishes to purchase the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. The "Termination Price" shall equal the sum of (i) the aggregate Repurchase Price of all the remaining Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) held by the Trust, plus (ii) the appraised value of each remaining REO Property, if any, held by the Trust (such appraisal to be conducted in accordance with MAI standards by an appraiser with at least ten years experience in the related 170 property type and in the jurisdiction in which the REO Property is located selected by the Master Servicer and approved by the Trustee), minus (iii) solely in the case where the Master Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances made by the Master Servicer, together with any Advance Interest Amount accrued and payable to the Master Servicer in respect of such Advances and any unpaid Master Servicing Fees remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) (or, solely in the case where the Special Servicer is effecting such purchase, any unpaid Special Servicing Fees remaining outstanding, which items shall be deemed to have been paid or reimbursed to the Special Servicer in connection with such purchase). In the event that the Holders of the Controlling Class representing a majority Percentage Interest in such Class, the Master Servicer, the Special Servicer, or the Majority Certificateholder of Class R-I Certificates purchase all of the remaining Mortgage Loans and REO Properties held by the Trust in accordance with the preceding paragraph, the party effecting such purchase (the "Final Purchaser") shall (i) deposit in the Collection Account not later than the Determination Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the Termination Price and (ii) deliver notice (at least five Business Days prior to the Determination Date relating to the Distribution Date on which the final distribution on the Certificates is to occur) to the Trustee of its intention to effect such purchase. Upon confirmation that such deposit has been made, the Trustee shall release or cause to be released to the Final Purchaser or its designee the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Final Purchaser without recourse, representation or warranty as shall be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties held by the Trust, in each case without representation or warranty by the Trustee. The Trustee shall give written notice of termination and the Final Purchaser will agree upon an appropriate allocation between them of the Agreement cost of delivering the Mortgage Files for the remaining Mortgage Loans and REO Properties to each Owner in the manner set forth in Section 11.5 hereofFinal Purchaser or its designee.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the 203968.5d liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all a majority in Percentage Interest represented by the Class A Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the earlier of (i) the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of laxx Xxxxxxxxxx xx the United States to the United KingdomCourt of Saint James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. The Trustee shall give written notice of termination of the this Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Home Equity Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Home Equity Loan remaining in the Trust Estate, Estate and (iic) at any time when a Qualified Liquidation of both Mortgage Home Equity Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zerobelow. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust Lower-Tier REMIC and the Upper-Tier REMIC to adopt a plan of complete liquidation for both Mortgage each of the Home Equity Loan Groups, Groups as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest earlier of (i) the payment to the Owners of all Certificates from amounts other than those available under the Certificate Insurance Policies Policy of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (ii) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or (iii) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that the Certificate Principal Balance of any Class of Class A Certificates is greater than zero. To effect a termination of this Agreement pursuant to clause (ii) above, the Owners of all Certificates then Outstanding shall (x) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both Mortgage Loan Groupsthe Trust, as contemplated by Section 860F(a)(4) of the Code and (y) provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such 101 liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United Kingdom, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.5.

Termination of Trust. The Trust created hereunder and all obligations created by this Agreement will terminate upon the earliest of (i) the payment to the Owners of all Certificates Certificates, from amounts other than those available under the Certificate Insurance Policies Policy, of all amounts held by the Trustee and required to be paid to such Owners pursuant to this Agreement upon the later latest to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or Estate, (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate, (iic) at any time when a Qualified Liquidation of both Mortgage Loan Groups included within the Trust is effected as described below or and (iiid) as described in Section 9.2, 9.3 and 9.4 hereof; provided, that the Trust created hereunder shall not terminate at any time that final payment to the Certificate Principal Balance Insurer of any Class of Class A Certificates is greater than zeroall amounts then owing to it. To effect a termination of this Agreement pursuant to clause (iic) above, the Owners of all Certificates then Outstanding shall (xi) unanimously direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation for both each of the Mortgage Loan Groups, as contemplated by Section 860F(a)(4) of the Code and (yii) provide to the Trustee an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that each such liquidation constitutes a Qualified Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, or shall distribute equitably in kind all of the assets of the Trust Estate to the remaining Owners of the Certificates based on their interests in the Trust, each in accordance with such plan, so that the liquidation or distribution of the Trust Estate, the distribution of any proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 90th day after the date of adoption of the plan of liquidation and such liquidation qualifies as a Qualified Liquidation. In no event, however, will the Trust created by this Agreement continue beyond the expiration of twenty-one (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 United KingdomCourt of Saint Xxxxx, living on the date hereof. The Trustee shall give written notice of termination of the Agreement to each Owner in the manner set forth in Section 11.5 hereof11.05.