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

Termination upon Liquidation or Purchase of all Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Master Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate (ii) 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 Master Servicer at the expense of the Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property and (iii) any remaining unpaid costs and damages incurred by the Trust Fund that arises out of a violation of any predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III, in all cases plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund 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 Joseph P. Kennedy, the late Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof and (ii) the Latest Possible Maturity Date. The Master Servicer shall have the right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 only on or after the date on which the Master Servicer determines that the customary and reasonable costs and expenses incurred in the performance of the Master Servicer of its servicing obligations hereunder exceed the benefits accruing to the Master Servicer; provided, however, that in no event shall the Master Servicer exercise its right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 before the date on which the Pool Stated Principal Balance, at the time of any such repurchase, is less than or equal to ten percent (10%) of the Cut-off Date Pool Principal Balance.

Termination upon Liquidation or Purchase of all Mortgage Loans. (1) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the SellerSellers, the Master Servicer and the Trustee created hereby with respect to the portion of the Trust Fund relating to an Aggregate Loan Group shall terminate upon the earlier of of: (a) the 122 purchase by the Master Servicer of all Mortgage Loans (and REO Properties) in that Aggregate Loan Group remaining in the Trust Fund at the price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in that Aggregate Loan Group plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate and (ii) the lesser of (x) the appraised value of any REO Property related to that Aggregate Loan Group as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan in that Aggregate Loan Group related to any REO Property and (iii) any remaining unpaid costs and damages incurred by the Trust Fund with respect to that Aggregate Loan Group that arises out of a an actual violation of any predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule IIIor regulation, in all cases plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate Rate; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan in that Aggregate Loan Group remaining in the Trust Fund and the disposition of all REO Property in that Aggregate Loan Group and (ii) the distribution to Certificateholders the Holders of Certificates related to that Aggregate Loan Group 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 Joseph P. Kennedy, the late Ambasxxxxx xx xxx Xxxxed States to the Court of St. James's, living on the date hereof and (ii) the Latest Possible Maturity Date. The Master Servicer shall have the right to purchase all Mortgage Loans and REO Properties in the Trust Fund relating to an Aggregate Loan Group pursuant to clause (a) in the preceding paragraph of this Section 9.01 only on or after the date on which the Master Servicer determines that the customary and reasonable costs and expenses incurred in the performance of the Master Servicer of its servicing obligations hereunder exceed the benefits accruing to the Master Servicer9.01(1); provided, however, that in no event shall the Master Servicer exercise its right to purchase all Mortgage Loans and REO Properties in the Trust Fund relating to an Aggregate Loan Group pursuant to clause (a) in the preceding paragraph of this Section 9.01 9.01(1) before the date on which the Pool Stated Principal Balance, at the time of any such repurchase, is less than or equal to ten percent (10%) of the Cut-off Date Pool Principal Balancerelated Optional Termination Date.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) Aggregate Loan Group I Optional Termination. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the SellerSellers, the Master Servicer and the Trustee created hereby with respect to the Trust Fund Aggregate Loan Group I shall terminate upon the earlier of (a) the purchase by the Master Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund Aggregate Loan Group I at the price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in Aggregate Loan Group I plus one month's ’s accrued interest thereon at the applicable Adjusted Mortgage Rate Rate, (ii) the lesser of (x) the appraised value of any REO Property in Aggregate Loan Group I as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property in Aggregate Loan Group I, and (iii) any remaining unpaid costs and damages incurred by the Trust Fund that arises out of a an actual violation of any predatory or abusive lending law that also constitutes an actual breach of clause (4648) on Schedule III-A, in all cases plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund Aggregate Loan Group I and the disposition of all REO Property in Aggregate Loan Group I and (ii) the distribution to Certificateholders the Holders of the Group I Certificates of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby in respect of Aggregate Loan Group I continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambasxxxxx xx xxx Xxxxed Ambassador of the United States to the Court of St. James's’s, living on the date hereof and (ii) the Latest Possible Maturity Date. The Master Servicer shall have the right to purchase all Mortgage Loans and REO Properties in the Trust Fund Aggregate Loan Group I pursuant to clause (a) in the preceding paragraph of this Section 9.01 9.01(a) only on or after the date on which Aggregate Loan Group I Optional Termination Date. (b) Aggregate Loan Group II Optional Termination. Subject to Section 9.03 and Section 9.04, the obligations and responsibilities of the Depositor, the Sellers, the Master Servicer determines that and the customary and reasonable costs and expenses incurred in Trustee created hereby with respect to Aggregate Loan Group II shall terminate upon the performance earliest of (a) the purchase by the Master Servicer or NIM Insurer (the party exercising such purchase option, the “Terminator”) of its servicing obligations hereunder exceed all of the benefits accruing Mortgage Loans (and REO Properties) in Aggregate Loan Group II at a price (the “Termination Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of an REO Property) in Aggregate Loan Group II, (ii) accrued interest thereon at the applicable Mortgage Rate (or, if such repurchase is effected by the Master Servicer; provided, howeverat the applicable Adjusted Mortgage Rate), that (iii) the appraised value of any REO Property (up to the Stated Principal Balance of the related Mortgage Loan) in Aggregate Loan Group II, such appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Trustee and (iv) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loans in Aggregate Loan Group II prior to the exercise of such repurchase, (b) the purchase by the Winning Bidder of all of the Mortgage Loans (and REO Properties) remaining in Aggregate Loan Group II after a Successful Auction is conducted pursuant to Section 9.04 and the related auction proceeds are distributed pursuant to Section 9.02(c) and (c) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in Aggregate Loan Group II and the disposition of all REO Property and (ii) the distribution to the Holders of the Group II Certificates of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the Master Servicer exercise its trusts created hereby in respect of Aggregate Loan Group II continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties in Aggregate Loan Group II by the Trust Fund Terminator pursuant to clause (a) in of the immediately preceding paragraph of this Section 9.01 before shall be conditioned upon (1) the date on which the Pool aggregate Stated Principal Balance, at Balance of the time of any such repurchase, is Mortgage Loans in Aggregate Loan Group II being less than or equal to ten percent (10%) % of the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans in Aggregate Loan Group II as of the Initial Cut-off Date Pool Principal Balanceand (ii) the Pre-Funded Amount with respect to Loan Group 3, if any and (2) unless the NIM Insurer otherwise consents, the purchase price for such Mortgage Loans and REO Properties shall result in a final distribution on any NIM Insurer guaranteed notes that is sufficient (x) to pay such notes in full and (y) to pay any amounts due and payable to the NIM Insurer pursuant to the indenture related to such notes. The preceding notwithstanding, on any Distribution Date on which each of the Master Servicer and the NIM Insurer shall have the option to purchase all the Mortgage Loans (and REO Properties) remaining in Aggregate Loan Group II pursuant to this Section 9.01, the NIM Insurer’s purchase option shall require the prior written consent of the Master Servicer. Notwithstanding the foregoing, the Directing Certificateholder may request an auction or the Terminator may purchase the remaining assets in Aggregate Loan Group II only if either (a) any such auction or purchase, as applicable, will not result in a draw upon the Class 3-A-2 Policy or (b) the Directing Certificateholder or the Terminator, as applicable, obtains the written consent of the Class 3-A-2 Insurer.

Termination upon Liquidation or Purchase of all Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase by the Master Servicer of all Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued interest thereon at the applicable Adjusted Mortgage Rate and (ii) 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 Master Servicer at the expense of the Master Servicer and (y) the Stated Principal Balance of each Mortgage Loan related to any REO Property and (iii) any remaining unpaid costs and damages incurred by the Trust Fund that arises out of a violation of any predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule IIIProperty, in all cases each case plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund 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 Joseph P. Kennedy, the late Ambasxxxxx xx xxx Xxxxed Ambassador of the United States to the Court of St. Jamesthx Xxxxx xx Xx. Xxmes's, living on the date hereof and (ii) the Latest Possible Maturity Date. The Master Servicer shall have the right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 only on or after the date on which the Master Servicer determines that the customary and reasonable costs and expenses incurred in the performance of the Master Servicer of its servicing obligations hereunder exceed the benefits accruing to the Master Servicer; provided, however, that in no event above shall the Master Servicer exercise its right to purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) in the preceding paragraph of this Section 9.01 before the date on which be conditioned upon the Pool Stated Principal Balance, at the time of any such repurchase, is aggregating less than or equal to ten percent (10%) of the Cut-off Date Pool Principal Balance.