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

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator and the Indenture Trustee created hereby with respect to the Trust shall terminate upon the earlier of: (i) the purchase by the Residual Holder or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust and the disposition of all REO Property and (B) the payment to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Master Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), (BC) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan Property and (D) any remaining Swap Termination Payment Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1Counterparty. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Assumed Principal Balance of the Mortgage Loans and REO Properties for as of the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseCut-Off Date. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto. (c) Notwithstanding anything to the contrary contained herein, the Master Servicer hereby agrees that it shall not exercise its right to purchase the Mortgage Loans in accordance with paragraph (a) of this Section 9.1 for so long as any NIM securities are outstanding. For purposes of this paragraph (c), “

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), (BC) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan Property and (D) any Swap Termination Payment Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1Counterparty. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balanceaggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent as of the end of the related Due Period of the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date Balance. At any time after the Initial Optional Purchase Off Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto. (c) Notwithstanding anything to the contrary contained herein, the Servicer hereby agrees that it shall not exercise its right to purchase the Mortgage Loans in accordance with paragraph (a) of this Section 9.1 for so long as any NIM securities are outstanding. For purposes of this paragraph (c), “NIM securities” shall mean any securities issued by a trust into which the Class C Certificates are transferred.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Securities Administrator and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and Loan, (D) [any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1]. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Securities Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and [the Swap Counterparty Counterparty] 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders (by the purchase and acceptance of the Class X Certificates) and the NIMS Insurer, if any, will agree, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Master ServicerSellers, the Servicer, the Seller, the Administrator Master Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: of (ia) the purchase by the Residual Holder Master Servicer or its designee NIM Insurer (or the Servicerparty exercising such purchase option, to the extent provided herein"Terminator") of all of the Mortgage Loans (including and REO Properties not otherwise disposed of pursuant to Section 3.11(i)Properties) remaining in at the Trust at a price equal to the sum of (Ai) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage LoanLoan (other than in respect of an REO Property), (Bii) accrued interest thereon at the lesser of applicable Mortgage Rate (xor, if such repurchase is effected by the Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the appraised value of any REO Property as determined (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by a real estate broker meeting an appraiser mutually agreed upon by the qualifications, Terminator and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO PropertyTrustee, (Civ) any remaining unpaid costs and damages incurred by the Trust as Fund that arises out of a result of violation of any applicable federal, state or local predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III-A, in connection with all cases plus accrued and unpaid interest thereon at the origination applicable Adjusted Mortgage Rate, (v) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loan and Loans prior to the exercise of such repurchase, (Dvi) any amounts payable to the Swap Counterparty, including any Swap Termination Payment payable to the Swap Counterparty as a result of a the early termination of the Certificate Swap Contract or the Subordinated Certificate Swap Contract (including any Swap Termination Payment resulting from the termination of the Trust Fund pursuant to this Section 9.1. In addition, such purchase price shall include 9.01 and determined in accordance with respect Part 5(c)(vii) of the Schedule to the Mortgage Loans Swap ISDA Master Agreement) and (vii) any amounts payable to the Put Counterparty, including any Put Termination Payment payable to the Put Counterparty as a result of the early termination of the Put Contract (including REO Propertiesany Put Termination Payment resulting from the termination of the Trust Fund pursuant to this Section 9.01 and determined in accordance with Part 5(c)(i) accrued and unpaid interest thereon, as determined by of the Servicer, at the applicable Mortgage Rate, except Schedule to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, Put ISDA Master Agreement) and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (iib) the later of (Ai) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (Bii) the payment distribution to Noteholders and the Swap Counterparty Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 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 Court of St. James’sXxxxx xx Xx. Xxxes's, living on the date hereof, hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties by the Terminator pursuant to clause (ia) above of the immediately preceding paragraph shall be conditioned upon (1) the Pool Stated Principal Balance, at the time of any such repurchase, aggregating is less than or equal to ten percent (10%) of the Cut-off Date Balance. At any time after Pool Principal Balance and (2) unless the Initial Optional Purchase DateNIM Insurer otherwise consents, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the price for such Mortgage Loans and REO Properties for 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 price specified all the Mortgage Loans (and REO Properties) remaining in clause the Trust Fund pursuant to this Section 9.01, the NIM Insurer's purchase option shall require the prior written consent of the Master Servicer. The Supplemental Interest Trust shall terminate on the earlier of (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit termination of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer last remaining Derivative Account and the Custodian on behalf Put Contract and (ii) the termination of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect theretothis Agreement.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Master Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan, ; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s 's price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Assumed Principal Balance of the Mortgage Loans and REO Properties for as of the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseCut-Off Date. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s 's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator and the Indenture Trustee created hereby with respect to the Trust shall terminate upon the earlier of: (i) the purchase by the Residual Holder or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency an Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust and the disposition of all REO Property and (B) the payment to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Securities Administrator and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and Loan, (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Securities Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders (by the purchase and acceptance of the Class X Certificates) and the NIMS Insurer, if any, will agree, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Master ServicerSellers, the Servicer, the Seller, the Administrator Master Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: of (ia) the purchase by the Residual Holder Master Servicer or its designee NIM Insurer (or the Servicerparty exercising such purchase option, to the extent provided herein“Terminator”) of all of the Mortgage Loans (including and REO Properties not otherwise disposed of pursuant to Section 3.11(i)Properties) remaining in at the Trust at a price equal to the sum of (Ai) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage LoanLoan (other than in respect of an REO Property), (Bii) accrued interest thereon at the lesser of applicable Mortgage Rate (xor, if such repurchase is effected by the Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the appraised value of any REO Property as determined (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by a real estate broker meeting an appraiser mutually agreed upon by the qualifications, Terminator and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO PropertyTrustee, (Civ) any remaining unpaid costs and damages incurred by the Trust as Fund that arises out of a result of violation of any applicable federal, state or local predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III-A, in connection with all cases plus accrued and unpaid interest thereon at the origination applicable Adjusted Mortgage Rate, (v) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loan Loans prior to the exercise of such repurchase and (Dvi) any amounts payable to the Swap Counterparty, including any Swap Termination Payment payable to the Swap Counterparty as a result of a the early termination of the Certificate Swap Contract or the Subordinated Certificate Swap Contract (including any Swap Termination Payment resulting from the termination of the Trust Fund pursuant to this Section 9.1. In addition, such purchase price shall include 9.01 and determined in accordance with respect Part 5(c)(vii) of the Schedule to the Mortgage Loans Swap ISDA Master Agreement) and (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (iib) the later of (Ai) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (Bii) the payment distribution to Noteholders and the Swap Counterparty Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof, hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties by the Terminator pursuant to clause (ia) above of the immediately preceding paragraph shall be conditioned upon (1) the Pool Stated Principal Balance, at the time of any such repurchase, aggregating is less than or equal to ten percent (10%) of the Cut-off Date Balance. At any time after Pool Principal Balance and (2) unless the Initial Optional Purchase DateNIM Insurer otherwise consents, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the price for such Mortgage Loans and REO Properties for 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 price specified all the Mortgage Loans (and REO Properties) remaining in clause the Trust Fund pursuant to this Section 9.01, the NIM Insurer’s purchase option shall require the prior written consent of the Master Servicer. The Supplemental Interest Trust shall terminate on the earlier of (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit termination of the price determined pursuant to subsection last remaining Derivative Account and (a)(iii) in the Note Payment Account, the Issuer and the Custodian on behalf termination of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect theretothis Agreement.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Securities Administrator and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) on a servicing retained basis of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and Loan, (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Securities Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders (by the purchase and acceptance of the Class X Certificates) and the NIMS Insurer, if any, will agree, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Master Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan, ; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Assumed Principal Balance of the Mortgage Loans and REO Properties for as of the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseCut-Off Date. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto. (c) Notwithstanding anything to the contrary contained herein, the Master Servicer hereby agrees that it shall not exercise its right to purchase the Mortgage Loans in accordance with paragraph (a) of this Section 9.1 for so long as any NIM securities are outstanding. For purposes of this paragraph (c), “

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Master Servicer, the Seller, the Securities Administrator and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, Loan and (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price as determined by the Servicer shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency an Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the CustodianSecurities Administrator, the Administrator Custodian and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders and the NIMS Insurer, if any, has agreed, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Seller and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency an Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator Servicer and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders and the NIMS Insurer, if any, has agreed, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and Trustee or the Custodian on its behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), (BC) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan Property and (D) any remaining Swap Termination Payment Payments payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1Counterparty. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balanceaggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Stated Principal Balance of the Mortgage Loans and REO Properties for as of the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseCut-Off Date. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto. (c) Notwithstanding anything to the contrary contained herein, the Servicer hereby agrees that it shall not exercise its right to purchase the Mortgage Loans in accordance with paragraph (a) of this Section 9.1 for so long as any NIM securities are outstanding. For purposes of this paragraph (c), “NIM securities” shall mean any securities issued by a trust into which the Class C Certificates are transferred.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Securities Administrator and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and Loan, (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.19.1 and (E) any Reimbursement Amounts remaining due to the Class IIA Insurer. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency an Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Securities Administrator and/or the Indenture Trustee pursuant to the provisions of this AgreementAgreement and any Reimbursement Amount owed to the Class IIA Insurer; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders and the NIMS Insurer, if any, has agreed, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator and the Indenture Trustee created hereby with respect to the Trust shall terminate upon the earlier of: (i) the purchase by the Residual Holder or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust and the disposition of all REO Property and (B) the payment to Noteholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Master Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan, ; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s 's price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. xx xxx Xxxxx xx Xt. James’s's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off aggregate Cut Off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Principal Balance of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseLoans. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s 's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Master Servicer or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan, ; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s 's price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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 Statex xx xxx Xxxxx xx St. James’s's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off aggregate Cut Off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Principal Balance of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseLoans. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s 's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Seller and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder Majority Class X Certificateholders or its their designee (or the NIMS Insurer or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust Fund as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency an Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator Servicer and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders Certificateholders and the Swap Counterparty 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. James’s, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At If the Majority Class X Certificateholders fail to exercise their option to purchase the Mortgage Loans on the first Distribution Date on which they are entitled to do so, the NIMS Insurer, if any, so long as either the NIM Securities remain outstanding and are covered by the NIMS Insurer’s, if any, guaranty or if the NIMS Insurer, if any, is owed amounts in respect of its guaranty of the NIM Securities, may exercise such option. In addition, at any time after the Initial Optional Purchase DatePool Balance aggregates less than ten percent of the Cut-off Date Balance, provided that the NIM Securities are no longer outstanding, the Servicer may notify the Residual Holder Majority Class X Certificateholders in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does Majority Class X Certificateholders do not exercise its their option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. Each of the Majority Class X Certificateholders and the NIMS Insurer, if any, has agreed, and the Servicer hereby agrees, not to cause the liquidation of the Trust Fund pursuant to this Section 9.1(a) so long as any NIM Securities remain outstanding. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and Trustee or the Custodian on its behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Master ServicerSellers, the Servicer, the Seller, the Administrator Master Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: of (ia) the purchase by the Residual Holder Master Servicer or its designee NIM Insurer (or the Servicerparty exercising such purchase option, to the extent provided herein“Terminator”) of all of the Mortgage Loans (including and REO Properties not otherwise disposed of pursuant to Section 3.11(i)Properties) remaining in at the Trust at a price equal to the sum of (Ai) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage LoanLoan (other than in respect of an REO Property), (Bii) accrued interest thereon at the lesser of applicable Mortgage Rate (xor, if such repurchase is effected by the Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the appraised value of any REO Property as determined (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by a real estate broker meeting an appraiser mutually agreed upon by the qualifications, Terminator and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO PropertyTrustee, (Civ) any remaining unpaid costs and damages incurred by the Trust as Fund that arises out of a result of violation of any applicable federal, state or local predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III-A, in connection with all cases plus accrued and unpaid interest thereon at the origination applicable Adjusted Mortgage Rate, (v) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loan Loans prior to the exercise of such repurchase and (Dvi) any amounts payable to the Swap Counterparty, including any Swap Termination Payment payable to the Swap Counterparty as a result of a the early termination of the Certificate Swap Contract (including any Swap Termination Payment resulting from the termination of the Trust Fund pursuant to this Section 9.1. In addition, such purchase price shall include 9.01 and determined in accordance with respect Part 5(c)(vii) of the Schedule to the Mortgage Loans ISDA Master Agreement) and (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (iib) the later of (Ai) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (Bii) the payment distribution to Noteholders and the Swap Counterparty Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof, hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties by the Terminator pursuant to clause (ia) above of the immediately preceding paragraph shall be conditioned upon (1) the Pool Stated Principal Balance, at the time of any such repurchase, aggregating is less than or equal to ten percent (10%) of the Cut-off Date Balance. At any time after Pool Principal Balance and (2) unless the Initial Optional Purchase DateNIM Insurer otherwise consents, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the price for such Mortgage Loans and REO Properties for 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 price specified all the Mortgage Loans (and REO Properties) remaining in clause the Trust Fund pursuant to this Section 9.01, the NIM Insurer’s purchase option shall require the prior written consent of the Master Servicer. The Supplemental Interest Trust shall terminate on the earlier of (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit termination of the price determined pursuant to subsection last remaining Derivative Account and (a)(iii) in the Note Payment Account, the Issuer and the Custodian on behalf termination of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect theretothis Agreement.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator and the Indenture Trustee created hereby with respect to the Trust shall terminate upon the earlier of: (i) the purchase by the Residual Holder or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan, (B) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s 's price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust and the disposition of all REO Property and (B) the payment to Noteholders and the Swap Counterparty 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. James’s's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date BalanceBalance and the proceeds of such purchase being sufficient to pay the Notes in full. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the Mortgage Loans and REO Properties for the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchase. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer and the Indenture Trustee (or the Custodian on behalf of the Indenture Trustee its behalf) shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s 's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Master ServicerSellers, the Servicer, the Seller, the Administrator Master Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: of (ia) the purchase by the Residual Holder Master Servicer or its designee NIM Insurer (or the Servicerparty exercising such purchase option, to the extent provided herein“Terminator”) of all of the Mortgage Loans (including and REO Properties not otherwise disposed of pursuant to Section 3.11(i)Properties) remaining in at the Trust at a price equal to the sum of (Ai) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage LoanLoan (other than in respect of an REO Property), (Bii) accrued interest thereon at the lesser of applicable Mortgage Rate (xor, if such repurchase is effected by the Master Servicer, at the applicable Adjusted Mortgage Rate, (iii) the appraised value of any REO Property as determined (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by a real estate broker meeting an appraiser mutually agreed upon by the qualifications, Terminator and applying broker’s price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance of each Mortgage Loan related to any REO PropertyTrustee, (Civ) any remaining unpaid costs and damages incurred by the Trust as Fund that arises out of a result of violation of any applicable federal, state or local predatory or abusive lending law that also constitutes an actual breach of clause (46) on Schedule III-A, in connection with all cases plus accrued and unpaid interest thereon at the origination applicable Adjusted Mortgage Rate, (v) plus, if the Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the principal portion of any unreimbursed Advances, made on the Mortgage Loan Loans prior to the exercise of such repurchase and (Dvi) any amounts payable to the Counterparty (and any prior counterparty), including any Swap Termination Payment payable to the Swap Counterparty (and any prior counterparty) as a result of a the early termination of the Swap Contract (including any Swap Termination Payment resulting from the termination of the Trust Fund pursuant to this Section 9.1. In addition, such purchase price shall include 9.01 and determined in accordance with respect Part 5(c)(ix) of the Schedule to the Mortgage Loans ISDA Master Agreement) and (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, at the applicable Mortgage Rate, except to the extent the Servicer was not or would not be required to make a Delinquency Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (iib) the later of (Ai) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (Bii) the payment distribution to Noteholders and the Swap Counterparty Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof, hereof and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties by the Terminator pursuant to clause (ia) above of the immediately preceding paragraph shall be conditioned upon (1) the Pool Stated Principal Balance, at the time of any such repurchase, aggregating is less than or equal to ten percent (10%) of the Cut-off Date Balance. At any time after Pool Principal Balance and (2) unless the Initial Optional Purchase DateNIM Insurer otherwise consents, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all of the price for such Mortgage Loans and REO Properties for shall result in a final distribution on any NIM Insurer guaranteed notes that is sufficient, in accordance with the priority of payments, (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 price specified all the Mortgage Loans (and REO Properties) remaining in clause the Trust Fund pursuant to this Section 9.01, the NIM Insurer’s purchase option shall require the prior written consent of the Master Servicer. The Supplemental Interest Trust shall terminate on the earlier of (i) above. If the Residual Holder does not exercise its option to purchase Corridor Contract Termination Date and (ii) the Mortgage Loans and REO Properties as provided in termination of this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseAgreement. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

Termination upon Liquidation or Purchase of all Mortgage Loans. (a) The Subject to Section 9.3, the obligations and responsibilities of the Depositor, the Master Servicer, the Servicer, the Seller, the Administrator Servicer and the Indenture Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of: (i) the purchase by the Residual Holder [Master Servicer] or its designee (or the Servicer, to the extent provided herein) of all Mortgage Loans (including REO Properties not otherwise disposed of pursuant to Section 3.11(i)) remaining in the Trust Fund at a price equal to the sum of (A) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan that is not a Nonrecoverable Mortgage Loan, ; (B) the Projected Net Liquidation Value of each Nonrecoverable Mortgage Loan (not including any REO), and (C) the lesser of (x) the appraised value of any REO Property as determined by a real estate broker meeting the qualifications, and applying broker’s 's price opinion methodology, generally acceptable to residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, (C) any costs and damages incurred by the Trust as a result of violation of any applicable federal, state or local predatory or abusive lending law in connection with the origination of any Mortgage Loan and (D) any Swap Termination Payment payable to the Swap Counterparty as a result of a termination pursuant to this Section 9.1. In addition, such purchase price shall include with respect to the Mortgage Loans (including REO Properties) accrued and unpaid interest thereon, as determined by the Servicer, thereon at the applicable Mortgage Net Rate, except to the extent the Servicer was not or would not be required to make a Delinquency P&I Advance hereunder, and any and all amounts payable or reimbursable to the Servicer, the Master Servicer, the Custodian, the Administrator and/or the Indenture Trustee pursuant to the provisions of this Agreement; and (ii) the later of (A) the maturity or other liquidation (or any Delinquency Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (B) the payment distribution to Noteholders and the Swap Counterparty 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. James’s's, living on the date hereof, and (ii) the Latest Possible Maturity Date. The right to purchase all Mortgage Loans and REO Properties pursuant to clause (i) above shall be conditioned upon the Pool Principal Balance, at the time of any such repurchase, aggregating less than ten percent of the Cut-off Date Balance. At any time after the Initial Optional Purchase Date, the Servicer may notify the Residual Holder in writing that the Servicer intends to purchase all Assumed Principal Balance of the Mortgage Loans and REO Properties for as of the purchase price specified in clause (i) above. If the Residual Holder does not exercise its option to purchase the Mortgage Loans and REO Properties as provided in this Section within 30 days following receipt of such notice, the Servicer may effect such purchaseCut-Off Date. (b) With respect to any purchase pursuant to subsection (a), upon deposit of the price determined pursuant to subsection (a)(i) in the Note Payment Distribution Account, the Issuer and the Custodian on behalf of the Indenture Trustee shall release or cause to be released to the purchaser of each such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan (including appropriate instruments with respect to any REO Property), in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan sold pursuant hereto, and the purchaser of such Mortgage Loan shall succeed to all the Indenture Trustee’s 's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Indenture Trustee or the Noteholders Certificateholders with respect thereto.