Common use of Termination upon Liquidation or Purchase of all Loans Clause in Contracts

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1, Class AV-2, Class B-1 and Class B-2 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. Xxxxxthx Xxxxx xx Xx. Xxxes, living on the date hereof or (ii) the Latest Possible Maturity DateMaturixx Xxte. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Initial Aggregate Trust Fund Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE")Rate; provided, however, that in no event shall the Termination Price price distributed with respect to the Offered Certificates be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1 and Class AV-1 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE")Rate; provided, however, that in no event shall the Termination Price price distributed with respect to the Offered Certificates be less than (1) with respect to the Offered Class AF and Class AV-1 Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts and Payment Component Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1 and Class AV-1 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxmes, living on the date hereof or (ii) the Latest Possible Maturity DateMaturxxx Xate. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed. Any purchase pursuant to this Section 9.01 that would result in unpaid I&I Payments shall require the written consent of the Insurer.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1 and Class B Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxCxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"“Termination Price”); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and ), (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, and (4) with respect to the Offered Certificates, any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which becomes due to the Swap Counterparty as a result of the exercise of the Optional Termination or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's ’s right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"“Termination Price”); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and ), (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, and (4) with respect to the Offered Certificates, any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which becomes due to the Swap Counterparty as a result of the exercise of the Optional Termination or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's ’s right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE")Rate; provided, however, that in no event shall the Termination Price price distributed with respect to the Offered Certificates be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1A and AV-1B Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxCxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed. Any purchase pursuant to this Section 9.01 that would result in unpaid Insurer Reimbursements shall require the written consent of the Insurer and payment of any unpaid Insurer Reimbursements.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1A, Class AV-1B, Class AV-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Aggregate Trust Fund Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Initial Aggregate Trust Fund Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity DateMaturixx Xxte. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1A and AV-1B Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxCxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE")Rate; provided, however, that in no event shall the Termination Price price distributed with respect to the Offered Certificates be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1 and Class AV-1 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxCxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed. Any purchase pursuant to this Section 9.01 that would result in unpaid I&I Payments shall require the written consent of the Insurer.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Pass- Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate Rate, and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE")Rate; provided, however, that in no event shall the Termination Price price distributed with respect to the Offered Certificates be less than (1) with respect to the Offered Class AF and Class AV-1 Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1 and Class AV-1 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxes, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed. Any purchase pursuant to this Section 9.01 that would result in unpaid I&I Payments shall require the written consent of the Insurer.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1, Class AV-2 and Class B Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxes, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1, Class AV-1A, Class AV-1B, Class AV-2, Class B-1, Class B-2 and Class B-3 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AV-1, Class AV-2, Class B-1 and Class B-2 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxes, living on the date hereof or (ii) the Latest Possible Maturity Matuxxxx Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"“Termination Price”); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and ), (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, and (4) with respect to the Offered Certificates, any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which becomes due to the Swap Counterparty as a result of the exercise of the Optional Termination (for avoidance of doubt, to the extent that actual Swap Termination Payment calculated pursuant to the Swap Agreement is greater than the amount included in the Termination Price as the “Swap Termination Payment,” (the “Excess Termination Amount”) then, upon receipt by the Servicer of documentation evidencing such Excess Termination Amount, the Servicer shall promptly pay such amount to the Swap Counterparty) or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Aggregate Trust Fund Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Initial Aggregate Trust Fund Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's ’s right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer Servicer, the Guarantor and the Trustee created hereby with respect to the Trust Fund shall terminate upon the later to occur of (I) the payment in full of all amounts owing to the Guarantor unless the Guarantor shall otherwise consent and (II) the earlier to occur of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICETermination Price"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Class AF-1 and Class AV-1 Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late Ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxxs, living on the date hereof or (ii) the Latest Possible Maturity DateMaturixx Xxte. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a the price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus one month's accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (ii) 100% the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Servicer at the expense of the Servicer and (y) the Stated Principal Balance of each Loan related to any REO Property Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. XxxxxJames's, living on the date hereof or and (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Stated Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the aggregate Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as Balance of the date the purchase of the Loans and REO Properties is completedLoans.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as of the date the purchase of the Loans and REO Properties is completed.

Termination upon Liquidation or Purchase of all Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) subject to the last sentence of this Section 9.01, the purchase by the Servicer of all Loans (and REO Properties) remaining in the Trust Fund at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and unpaid interest thereon at the applicable Mortgage Pass-Through Rate and (ii) 100% of the Stated Principal Balance of each Loan related to any REO Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate (the "TERMINATION PRICE"); provided, however, that in no event shall the Termination Price be less than (1) with respect to the Offered Certificates, 100% of their then outstanding principal balance, (2) with respect to the Offered Certificates, any accrued and unpaid interest thereon at the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts) and (3) with respect to the Offered Certificates, any accrued and unpaid Net WAC Cap Carryover as of such Distribution Date, or (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund (or any Advance with respect thereto) and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereof or (ii) the Latest Possible Maturity Date. The right to purchase all Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten or equal to five percent (105%) of the aggregate Cut-off Date Pool Principal Balance. If the Servicer elects to exercise its purchase right pursuant to clause (a) above, the Servicer's right to reimbursement from the Trust Fund for any Advances previously made on the Loans being purchased shall terminate as Balance of the date the purchase of the Loans and REO Properties is completedLoans.