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

Termination upon Liquidation or Purchase of Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Transferor, the Trustee and the Trust Administrator (other than the indemnification obligations of the Master Servicer pursuant to Section 6.03 and the obligation of the Master Servicer to make remittances to the Trust Administrator and of the Trust Administrator to make payments in respect of the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, on a servicing retained basis of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC (the “Trust Collateral”) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (b) the Latest Possible Maturity Date as defined in the Preliminary Statement. Subject to Section 3.10 hereof, the purchase by the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC shall be at a price (the “Termination Price”) equal to the greater of (i) the Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Trust Administrator in their reasonable discretion and (ii) the fair market value of all of the assets of the Subsidiary REMIC (as determined by the Master Servicer and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) in each case, plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date, plus Servicing Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Carryover Amount; provided, however, such option may only be exercised if (i) the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired and (ii) the fair market value of the Mortgage Loans and REO Properties determined as described above is at least equal to the Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties.

Termination upon Liquidation or Purchase of Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Transferor, the Trustee and the Trust Administrator (other than the indemnification obligations of the Master Servicer pursuant to Section 6.03 and the obligation of the Master Servicer to make remittances to the Trust Administrator and of the Trust Administrator to make payments in respect of the Classes of Certificates and to the Certificate Insurer as hereinafter set forth) shall terminate upon payment to the Certificateholders and the Certificate Insurer of all amounts required to be distributed to them and the deposit of all amounts held by or on behalf of the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Auction Purchaser (as defined below) or the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, Servicer on a servicing retained basis of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC (the “Trust Collateral”) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (b) the Latest Possible Maturity Date as defined in the Preliminary Statement. Subject to Section 3.10 hereof, the purchase by the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC shall be at a price (the “Termination Price”) equal to the greater of (i) the Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Trust Administrator in their reasonable discretion and (ii) the fair market value of all of the assets of the Subsidiary REMIC (as determined by the Master Servicer and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) in each case, plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date, plus Servicing Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Carryover Amount; provided, however, such option may only be exercised if (i) the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired and (ii) the fair market value of the Mortgage Loans and REO Properties determined as described above is at least equal to the Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties.

Termination upon Liquidation or Purchase of Mortgage Loans. (a) Subject to Section 10.0210.03, the respective obligations and responsibilities under this Agreement of the Depositor, the Transferor, the Master Servicer, the Transferor, Trust Administrator and the Trustee and the Trust Administrator (other than the indemnification obligations of the Master Servicer pursuant to Section 6.03 and the obligation of the Master Servicer to make remittances created hereby with respect to the Trust Administrator and of the Trust Administrator to make payments in respect of the Classes of Certificates as hereinafter set forth) Fund shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Master Servicerin accordance with this Section 10.01, at the direction of the Majority Holder of the Class C Certificates, on a servicing retained basis of all Mortgage Loans (and each REO Property Properties) remaining in the Subsidiary REMIC (the “Trust Collateral”) Fund and (ii) the final payment later of (x) the maturity or other liquidation (or any advance Advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC; provided, however, that in Trust Fund and the disposition of all REO Property and (y) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. The purchase of any Mortgage Loans pursuant to this Section 10.01(a) shall be at the price equal to the sum of (x) the aggregate Clean-up Call Mortgage Loan Price for all the related Mortgage Loans and (y) the aggregate Clean-up Call REO Property Price for all the related REO Properties. In no event shall the trust trusts created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador Ambassador of the United States to the Court of St. XxxxxCourx xx Xx. Xxxxx'x, living on the date hereof or hereof. The right of the Master Servicer to elect to purchase Mortgage Loans pursuant to this clause (ba) the Latest Possible Maturity Date as defined shall be conditioned upon (i) in the Preliminary Statement. Subject to Section 3.10 hereofcase of the Mortgage Loans, other than the Group 1 Mortgage Loans, the purchase by Aggregate Pool Principal Balance (not including the Master ServicerGroup 1 Mortgage Loans), at the direction of the Majority Holder of the Class C Certificates, of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC shall be at a price (the “Termination Price”) equal to the greater of (i) the Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Trust Administrator in their reasonable discretion and (ii) the fair market value of all of the assets of the Subsidiary REMIC (as determined by the Master Servicer and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice time of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01purchase, aggregating less than one percent (1%) in each case, plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date, plus Servicing Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Carryover Amount; provided, however, such option may only be exercised if (i) the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired and (ii) the fair market value of the Mortgage Loans and REO Properties determined as described above is at least equal to the aggregate Cut-off Date Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during other than the related Due Period, to Group 1 Mortgage Loans and the extent received or advancedGroup 2 Mortgage Loans), and unscheduled collections (ii) in the case of principal received during the related Prepayment Period) Group 1 Mortgage Loans and the appraised value Group 2 Mortgage Loans, the Aggregate Pool Principal Balance of the REO PropertiesGroup 1 Mortgage Loans and the Group 2 Mortgage Loans, at the time of any such purchase, aggregating less than one percent (1%) of the aggregate Cut-off Date Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans.

Termination upon Liquidation or Purchase of Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Transferor, the Trustee and the Trust Administrator (other than the indemnification obligations of the Master Servicer pursuant to Section 6.03 and the obligation of the Master Servicer to make remittances to the Trust Administrator and of the Trust Administrator to make payments in respect of the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders of all amounts required to be distributed to them and the deposit of all amounts held by or on behalf of the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Auction Purchaser (as defined below) or the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, Servicer on a servicing retained basis of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC (the “Trust Collateral”) and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Subsidiary REMIC; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof or (b) the Latest Possible Maturity Date as defined in the Preliminary Statement. Subject to Section 3.10 hereof, the purchase by the Master Servicer, at the direction of the Majority Holder of the Class C Certificates, of all Mortgage Loans and each REO Property remaining in the Subsidiary REMIC shall be at a price (the “Termination Price”) equal to the greater of (i) the Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Master Servicer and the Trust Administrator in their reasonable discretion and (ii) the fair market value of all of the assets of the Subsidiary REMIC (as determined by the Master Servicer and the Trust Administrator, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the third paragraph of this Section 10.01) in each case, plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date, plus Servicing Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Carryover Amount; provided, however, such option may only be exercised if (i) the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired and (ii) the fair market value of the Mortgage Loans and REO Properties determined as described above is at least equal to the Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties.