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

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Master Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallySaxon or Countrywide Servicing, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Saxon or Countrywide Servicing, individually or together, at the expense of such Servicer(s)Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee thatwhich, in the aggregate, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Custodian and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (v) any unreimbursed indemnification payments payable to the Custodian or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Servicer shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchaseexercise of an Option to Purchase, on or after the Optional Termination Date, by any Servicer individually, or all of in the Servicers together, aggregate of all Mortgage Loans (and REO Properties) at the price (the “Termination Price”) equal to the sum of (i) 100100.00% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate that Trust Fund and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all uxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer (iv) any unreimbursed indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (iiiv) any Swap Termination Payment owed Payments payable to the Swap Provider Counterparty as a result of a termination pursuant to the Interest Rate Swap Agreement, this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual CertificatesCertificates and any other Classes of Certificates which constitute NIM Securities) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Master Servicer, remits to the related Collection Account Securities Administrator an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0310.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.0210.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) Aggregate Collateral Balance plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans and the Certificateholders (other than the Holders appraised value of the Class XREO Properties at the time of any such repurchase, Class P and Residual Certificates) pursuant to Section 9.02, the distribution aggregating less than ten percent of the remaining proceeds to Aggregate Collateral Balance as of the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingCut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (v) any unreimbursed indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Servicer shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.02 and Section 11.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchasepurchase by the Servicer (at the direction of the Majority Class C Certificateholder), on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Servicer(sPerson (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment (to the extent not paid as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, the Majority Class X Certificateholder or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to (which amount shall be directly remitted to the NIM Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, (“Termination Price”); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap AgreementAgreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (v) any unreimbursed indemnification payments payable to the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Servicer shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, the Majority Class X Certificateholder or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassaxxx xx xxx Xxxxxx States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchaseexercise of an Option to Purchase, on or after the Optional Termination Date, by any Servicer individually, or all of in the Servicers together, aggregate of all Mortgage Loans (and REO Properties) at the price (the “Termination Price”) equal to the sum of (i) 100100.00% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate that Trust Fund and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all uxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer, (iv) any unreimbursed indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (iiiv) any Swap Termination Payment owed Payments payable to the Swap Provider Counterparty as a result of a termination pursuant to the Interest Rate Swap Agreement, this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual CertificatesCertificates and any other Classes of Certificates which constitute NIM Securities) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Master Servicer, remits to the related Collection Account Securities Administrator an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to (which amount shall be directly remitted to the NIM Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of both the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Servicer at the expense of such Servicer(s)Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Couxx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account Account(s) an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) if the Class X Certificates are not 100% owned, either directly or indirectly, by the Purchaser or any of its Affiliates, the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Majority Class X Certificateholders in the aggregate of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Majority Class X Certificateholder at the its expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer and (iv) any Swap Termination Payment owed unreimbursed indemnification payments payable to the Swap Provider pursuant to the Interest Rate Swap Agreement, Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; provided that in the case of clause (a) above, if the Depositor or any of its Affiliates is a Class X Certificateholder exercising this option, it may only do so with at least one other unaffiliated person that holds at least a 10% Percentage Interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Majority Class X Certificateholder shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Majority Class X Certificateholder remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, purchase by any Servicer individually, or all of the Servicers together, Calmco of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyKennxxx, the late Ambassador xxx xxxx Xxxassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans, at the Certificateholders (other time of any such repurchase, aggregating less than the Holders ten percent of the Class X, Class P and Residual CertificatesAggregate Collateral Balance as of the Cut-off Date. (b) If Calmco elects to terminate the Trust Fund pursuant to Section 9.029.01(a) above, the distribution of the remaining proceeds other Servicer shall retain all servicing rights with respect to the Class X Mortgage Loans serviced by it. Calmco and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior Servicer shall enter into a servicing agreement mutually acceptable to such purchaseparties, pursuant to which the purchasing Servicer(s) Servicer shall have deposited continue to service and administer such Mortgage Loans in accordance with the related Collection Account an amount to be remitted to the NIM Trustee that, together with customary and usual standards of practice of prudent mortgage loan servicers which service such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingmortgage loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallyHomEq or JPMorgan, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) HomEq or JPMorgan, individually or together, at the expense of such Servicer(s)HomEq or JPMorgan, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) HomEq shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, any Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining (which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”)) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any unreimbursed Advances, Servicing Advances, Servicing Fees and Trustee Fees payable to any Servicer or the Trustee, as applicable, which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (iv) the amount of any unpaid Swap Termination Payment owed to the Swap Provider pursuant to Counterparty (the Interest Rate Swap Agreementsum of (i), (ii), (iii) and (biv), collectively, the “Par Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereofhereof or (ii) the Distribution Date in October 2036. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding or if the Holders of all outstanding NIM Notes consent in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) of the Aggregate Collateral Balance as of the Initial Cut-off Date; and (y) if any NIM Note is outstanding or if the Holders of all outstanding NIM Notes have not consented in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date. In the event that the Class X Certificateholder elects to be the Terminating Entity, the Terminating Entity shall direct the Majority Servicer to exercise its right to purchase the Mortgage Loans from the Trust. The Class X Certificateholder shall deliver to the Majority Servicer and cause the Majority Servicer to deliver to the Trustee for deposit in the Certificate Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the Par Value for the Mortgage Loans purchased by the Terminating Entity. If the Class X Certificateholder elects to be the Terminating Entity, the Class X Certificateholder shall be obligated to reimburse the Majority Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the majority Class X Certificateholder and shall indemnify and hold harmless such Majority Servicer for any losses, liabilities or expense resulting from any claims directly resulting from or relating to the Majority Servicer’s termination of the Trust Fund at the direction of the majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Majority Servicer’s negligence, bad faith or willful misconduct. The Trustee shall remit to each Servicer from such funds deposited in the Certificate Account (i) any amounts which each Servicer would be permitted to withdraw and retain from the Collection Account pursuant to Section 3.09 and (ii) any other amounts otherwise payable by the Trustee to the Servicers from amounts on deposit in the Certificate Account pursuant to the terms of this Agreement, in each case prior to making any final distributions pursuant to Section 9.02 below. Upon delivery of the Par Value, the Trustee shall promptly release or cause to be released to the Terminating Entity the related Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Notwithstanding anything to the contrary contained hereincontrary, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to if the Class X Certificateholder is eligible to be the Terminating Entity on any Optional Termination Date and Class P Certificates is sufficient does not exercise its right to pay purchase all of the outstanding principal amount of Mortgage Loans and accrued and unpaid interest on REO Properties from the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchaseTrust, the purchasing Servicer(s) option to purchase the Mortgage Loans and REO Properties from the Trust on such Optional Termination Date shall have deposited in the related Collection Account an amount to not be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingexercised.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of JPMorgan, acting at the direction of the Majority Class X Certificateholder, selected by the Majority Class X Certificateholder), at the expense of such Servicer(sPerson (or in the case of JPMorgan, acting at the direction of the Majority Class X Certificateholder, the Majority Class X Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer, any Special Collections Servicer, any Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining (which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”)) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each the Mortgage Loan related to any REO Property, in each case Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any unreimbursed Advances, Servicing Advances, Servicing Fees and Trustee Fees payable to the Servicer or the Trustee, as applicable, which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (iv) the amount of any unpaid Swap Termination Payment owed to the Swap Provider pursuant to Counterparty (the Interest Rate Swap Agreementsum of (i), (ii), (iii) and (biv), collectively, the “Par Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereofhereof or (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding or if the Holders of all outstanding NIM Notes consent in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) of the Aggregate Collateral Balance as of the Initial Cut-off Date; and (y) if any NIM Note is outstanding or if the Holders of all outstanding NIM Notes have not consented in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date. In the event that the Class X Certificateholder elects to be the Terminating Entity, the Terminating Entity shall direct the Servicer to exercise its right to purchase the Mortgage Loans from the Trust. The Class X Certificateholder shall deliver to the Servicer and cause the Servicer to deliver to the Trustee for deposit in the Certificate Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the Par Value for the Mortgage Loans purchased by the Terminating Entity. If the Class X Certificateholder elects to be the Terminating Entity, the Class X Certificateholder shall be obligated to reimburse the Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the majority Class X Certificateholder. In addition, the Class X Certificateholder shall indemnify and hold harmless the Servicer for any losses, liabilities or expense resulting from any claims directly resulting from or relating to the Servicer’s termination of the Trust Fund at the direction of the majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Servicer’s negligence, bad faith or willful misconduct. The Trustee shall remit to the Servicer from such funds deposited in the Certificate Account (i) any amounts which the Servicer would be permitted to withdraw and retain from the Collection Account pursuant to Section 3.09 and (ii) any other amounts otherwise payable by the Trustee to the Servicer from amounts on deposit in the Certificate Account pursuant to the terms of this Agreement, in each case prior to making any final distributions pursuant to Section 9.02 below. Upon delivery of the Par Value, the Trustee shall promptly release or cause to be released to the Terminating Entity the related Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Notwithstanding anything to the contrary contained hereincontrary, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to if the Class X Certificateholder is eligible to be the Terminating Entity on any Optional Termination Date and Class P Certificates is sufficient does not exercise its right to pay purchase all of the outstanding principal amount of Mortgage Loans and accrued and unpaid interest on REO Properties from the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchaseTrust, the purchasing Servicer(s) option to purchase the Mortgage Loans and REO Properties from the Trust on such Optional Termination Date shall have deposited in the related Collection Account an amount to not be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingexercised.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0310.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Majority Class X Certificateholder at the its expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (v) any unreimbursed indemnification payments payable to the Securities Administrator or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; provided that in the case of clause (a) above, if the Depositor or any of its Affiliates is a Class X Certificateholder exercising this option, it may only do so with at least one other unaffiliated person that holds at least a 10% Percentage Interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Majority Class X Certificateholder shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.0210.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, plus any remaining amounts owed to the NIM Insurer or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Majority Class X Certificateholder remits to the related Collection Account Securities Administrator an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding, plus any remaining amounts owed to the NIM Insurer.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Credit Risk Manager, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchaseexercise of an Option to Purchase, on or after the Optional Termination Date, by any Servicer individually, or all of in the Servicers together, aggregate of all Mortgage Loans (and REO Properties) at the price (the “Termination Price”) equal to the sum of (i) 100100.00% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Master Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate that Trust Fund and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans and other amounts as to which the Servicer, the Depositor, the Master Servicer, the Securities Administrator, the Credit Risk Manager or the Trustee are entitled to be paid or reimbursed pursuant to this Agreement and (iv) any Net Swap Payments remaining unpaid and any Swap Termination Payment owed Payments payable to the Swap Provider Counterparty as a result of a termination pursuant to the Interest Rate Swap Agreement, this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual CertificatesCertificates and any other Classes of Certificates which constitute NIM Securities) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Master Servicer, remits to the related Collection Account Securities Administrator an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, the Majority Class X Certificateholder or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassadxx xx xxx Xxxxxx States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Servicer at the expense of such Servicer(s)Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Responsible Party and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, Date by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Master Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallySaxon or Countrywide Servicing, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Saxon or Countrywide Servicing, individually or together, at the expense of such Servicer(s)Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in August 2033. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such purchaserepurchase, aggregating less than ten percent of the purchasing Servicer(s) shall have deposited in Aggregate Collateral Balance as of the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingInitial Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.02 and Section 11.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicers, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchasepurchase by the Servicer (at the direction of the Majority Class C Certificateholder) or Ocwen, as applicable, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Servicer(sPerson (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no No such purchase shall will be permitted, unless (i) after distribution of permitted without the proceeds thereof to the Certificateholders (other than the Holders consent of the Class XA-2 Certificate Insurer, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to unless no draw on the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest A-2 Certificate Insurance Policy would be made or unreimbursed on the NIM Securities, to final Distribution Date for the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingClass A-2 Certificates.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, JPMorgan of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of JPMorgan acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Servicer(sPerson (or in the case of JPMorgan acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallySaxon or Countrywide Servicing, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Saxon or Countrywide Servicing, individually or together, at the expense of such Servicer(s)Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) Aggregate Collateral Balance plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, unreimbursed Servicing Advances and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans and the Certificateholders (other than the Holders appraised value of the Class XREO Properties at the time of any such repurchase, Class P and Residual Certificates) pursuant to Section 9.02, the distribution aggregating less than ten percent of the remaining proceeds to Aggregate Collateral Balance as of the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingCut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Back-Up Servicer (to the extent not previously terminated as provided herein) and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Terminating Entity of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer which shall be entitled to withdraw such amounts from the Swap Provider applicable Collection Account pursuant to Section 3.09(a) (the Interest Rate Swap Agreementsum of (i), (ii) and (biii), collectively, the “Par Value”) and (II) the fair market value, determined in accordance with prudent industry practices, of all of the property of the Trust (the “Fair Market Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in June 2034. The right to such purchaserepurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding, the purchasing Servicer(saggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) shall have deposited in of the related Collection Account an amount to be remitted to Aggregate Collateral Balance as of the Initial Cut-off Date and (y) if any NIM Trustee thatNote is outstanding, together with the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such remaining proceedsrepurchase, will be sufficient to pay aggregating less than five percent (5%) of the outstanding principal amount Aggregate Collateral Balance as of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingInitial Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.039.03 and Section 9.04, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of earliest of: (a) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan Aggregate Collateral Balance (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals independent valuations completed by two independent appraisers companies selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any remaining unreimbursed Advances, Servicing Advances and Servicing Fees payable to a Servicer (other than a Servicer that is the Terminating Entity) and any unreimbursed Advances (made by the Trustee as a successor Servicer), Trustee Fees and (D) any Swap Termination Payment owed payable to the Swap Provider pursuant Counterparty which remains unpaid or which is due to the Interest Rate Swap Agreementexercise of such option (the sum of (A), (B), (C) and (D), collectively, the “Par Value”) and (II) the Fair Market Value; (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; and (c) the purchase by the Auction Purchaser of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the “Trust Collateral”), in each case as described below. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date. If the Terminating Entity has not exercised its purchase option described above, on any Distribution Date on or after the date on which the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of the purchase is less than five percent of the Aggregate Collateral Balance as of the Cut-off Date (the “Auction Date”), the Trustee shall solicit, or cause to be solicited, good faith bids for the Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trustee receives at least three bids for the Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trustee shall sell the Trust Collateral to the highest bidder (the “Auction Purchaser”) at the price offered by the Auction Purchaser (the “Mortgage Loan Auction Price”) and following such sale shall have no further liability or responsibility therefor. If the Trustee receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the Terminating Entity exercises its purchase option. Only expenses incurred by the Trustee in connection with the solicitation of bids for a successful auction described in this paragraph shall be payable to the Trustee, out of the Mortgage Loan Auction Price received in connection with such successful auction, as described in Section 9.02 hereof; provided, however that any indemnification rights available to the Trustee under this Agreement in connection with any auctions will not be limited by this sentence. Notwithstanding anything to the contrary contained herein, no such purchase the Auction Purchaser shall not be permitted, unless (i) after distribution the Depositor or DLJMC or any of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingtheir respective affiliates.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Modification Oversight Agent any Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining (which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”)) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each the Mortgage Loan related to any REO Property, in each case Property plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any unreimbursed Advances, Servicing Advances, Servicing Fees and Trustee Fees payable to any Servicer or the Trustee, as applicable, which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (iv) the amount of any unpaid Swap Termination Payment owed to the Swap Provider pursuant to Counterparty (the Interest Rate Swap Agreementsum of (i), (ii), (iii) and (biv), collectively, the “Par Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereofhereof or (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding or if the Holders of all outstanding NIM Notes consent in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) of the Aggregate Collateral Balance as of the Initial Cut-off Date; and (y) if any NIM Note is outstanding or if the Holders of all outstanding NIM Notes have not consented in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date. In the event that the Class X Certificateholder elects to be the Terminating Entity, the Terminating Entity shall direct the Majority Servicer to exercise its right to purchase the Mortgage Loans from the Trust. The Class X Certificateholder shall deliver to the Majority Servicer and cause the Majority Servicer to deliver to the Trustee for deposit in the Certificate Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the Par Value for the Mortgage Loans purchased by the Terminating Entity. If the Class X Certificateholder elects to be the Terminating Entity, the Class X Certificateholder shall be obligated to reimburse the Majority Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the majority Class X Certificateholder; provided, that if WFBNA is the Majority Servicer, the Class X Certificateholder shall remit an additional administrative fee in the amount of $2,500 to WFBNA. In addition, the Class X Certificateholder shall indemnify and hold harmless such Majority Servicer for any losses, liabilities or expense resulting from any claims directly resulting from or relating to the Majority Servicer’s termination of the Trust Fund at the direction of the majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Majority Servicer’s negligence, bad faith or willful misconduct. The Trustee shall remit to each Servicer from such funds deposited in the Certificate Account (i) any amounts which each Servicer would be permitted to withdraw and retain from the Collection Account pursuant to Section 3.09 and (ii) any other amounts otherwise payable by the Trustee to the Servicers from amounts on deposit in the Certificate Account pursuant to the terms of this Agreement, in each case prior to making any final distributions pursuant to Section 9.02 below. Upon delivery of the Par Value, the Trustee shall promptly release or cause to be released to the Terminating Entity the related Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Notwithstanding anything to the contrary contained hereincontrary, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to if the Class X Certificateholder is eligible to be the Terminating Entity on any Optional Termination Date and Class P Certificates is sufficient does not exercise its right to pay purchase all of the outstanding principal amount of Mortgage Loans and accrued and unpaid interest on REO Properties from the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchaseTrust, the purchasing Servicer(s) option to purchase the Mortgage Loans and REO Properties from the Trust on such Optional Termination Date shall have deposited in the related Collection Account an amount to not be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingexercised.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Depositor and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Majority Class X Certificateholder of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the party exercising the right to purchase the Mortgage Loans at the expense of such Servicer(s)its expense, plus accrued and unpaid interest on each Mortgage Loan the related mortgage loans at the applicable Mortgage Rate mortgage rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (iii) any Swap the sum of all outstanding Basis Risk Carry Forward Amounts ("Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. If the Depositor or its affiliate is a Class X Certificateholder, the Depositor may only exercise its right to purchase the Mortgage Loans pursuant to this Section 9.01 with at least one other unaffiliated Person that holds at least a 10% interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallythe Servicer, or all an affiliate of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by such Servicer(s) the Servicer, at the Servicer’s expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all xxxxxxxxxxxx X&X Advances, Servicing Advances and indemnification payments payable to the Servicer, (iv) any unreimbursed indemnification payments payable to the Trustee under this Agreement and (iiiv) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to the Interest Rate Swap AgreementAgreement which remains unpaid or which is due to such optional purchase (the “Termination Price”), and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, purchase by any Servicer individually, or all of the Servicers together, Vesta of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans, at the Certificateholders (other time of any such repurchase, aggregating less than the Holders ten percent of the Class X, Class P and Residual CertificatesAggregate Collateral Balance as of the Cut-off Date. (b) If Vesta elects to terminate the Trust Fund pursuant to Section 9.029.01(a) above, the distribution of the remaining proceeds other Servicer shall retain all servicing rights with respect to the Class X Mortgage Loans serviced by it. Vesta and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior other Servicer shall enter into a servicing agreement mutually acceptable to such purchaseparties, pursuant to which the purchasing Servicer(s) other Servicer shall have deposited continue to service and administer such Mortgage Loans in accordance with the related Collection Account an amount to be remitted to the NIM Trustee that, together with customary and usual standards of practice of prudent mortgage loan servicers which service such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingmortgage loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Terminating Entity of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer which shall be entitled to withdraw such amounts from the Swap Provider applicable Collection Account pursuant to Section 3.09(a) (the Interest Rate Swap Agreementsum of (i), (ii) and (biii), collectively, the “Par Value”) and (II) the fair market value, determined in accordance with prudent industry practices, of all of the property of the Trust (the “Fair Market Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in February 2034. The right to such purchaserepurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding, the purchasing Servicer(saggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) shall have deposited in of the related Collection Account an amount to be remitted Aggregate Loan Balance as of the Cut-off Date and (y) if any NIM Note is outstanding, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Loan Balance as of the Cut-off Date if any NIM Note is outstanding. In addition to the NIM Trustee thatforegoing, together with if, at the time of any such remaining proceedsrepurchase, will the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to ten percent (10%) and greater than five percent (5%) of the Aggregate Loan Balance as of the Cut-off Date, the right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be sufficient further conditioned upon delivery of the Certificate Insurer’s prior written consent, which consent shall not be unreasonably withheld. If, at the time of any such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans is five percent (5%) or less of the Aggregate Loan Balance as of the Cut-off Date, the right to pay repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall not be further conditioned upon delivery of the outstanding principal amount of and accrued and unpaid interest Certificate Insurer’s prior written consent except where such repurchase would require a draw on the NIM SecuritiesFSA Policy or if any amounts due to FSA would remain unreimbursed on the final Distribution Date, wherein the right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be further conditioned upon delivery of the extent the NIM Securities are then outstandingCertificate Insurer’s prior written consent.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the obligations and responsibilities of the Depositor, the Master Servicer, the Securities Administrator, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by Avelo (or if Avelo is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor, at its option, may request the Master Servicer individuallyto solicit bids in a commercially reasonable manner, on or after the Optional Termination Date (such event, the "Auction Call"), for the purchase of all of the Servicers together, Mortgage Loans (and REO Properties) at the Termination Price; provided that the Master Servicer may or may not accommodate any such request in its sole discretion) of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage RateInterest Rate and the amount of outstanding Servicing Advances on such Mortgage Loans through the Due Date preceding the date of purchase, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by such Servicer(s) the Person electing to terminate the Trust Fund, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement) (such sum, the "Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything The proceeds of the purchase or sale of such assets of the Trust on to the contrary contained hereinOptional Termination Date or pursuant to the Auction Call described in Section 11.01 above (other than, no such purchase shall be permittedwith respect to any Mortgage Loan and the related REO Property, unless (i) after distribution an amount equal to the excess, if any, of the proceeds thereof amount in Section 11.01(a)(ii) over the amount in Section 11.01(a)(i) (such excess, the "Fair Market Value Excess")) will be distributed to the Certificateholders (other than holders of the Holders Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties will be distributed to the holders of the Class X, Class P and Residual RC Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, . Except to the extent provided above with regard to allocating any Fair Market Value Excess to the NIM Securities are then outstanding, or (ii) prior to such purchaseholders of the Class RC Certificates, the purchasing Servicer(s) shall have deposited proceeds of such a purchase or sale will be treated as a prepayment of the Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the REO Properties as a result of the exercise by Avelo or the Auction Call will result in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest final distribution on the NIM Securities, to the extent the NIM Securities are then outstandingCertificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such the Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Court xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicers, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchaseMaster Servicer exercising its option to solicit bids in a commercially reasonable manner for the purchase of the Mortgage Loans and all other property of the Trust on a non-recourse basis with no representations or warranties of any nature whatsoever (such event, the "Auction Call") and the sale of all of the Property of the Trust Fund, on or after the Optional Termination Date, by any the Trustee to the entity with the 107 highest bid received by the Trustee from closed bids solicited by the Master Servicer individuallyor its designee; provided that to effectuate such sale, the Master Servicer or its designee shall have made reasonable efforts to sell all of the Servicers togetherproperty of the Trust Fund for its fair market value in a commercially reasonable manner and on commercially reasonable terms, which includes the good faith solicitation of all Mortgage Loans (competitive bids to prospective purchasers that are recognized broker/dealers for assets of this type and REO Properties) at the price equal to the sum of provided further that, (i) 100% of such sale price shall not be less than the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at Par Value as certified by the applicable Mortgage RateDepositor, (ii) the lesser of Master Servicer receives bids from no fewer than three prospective purchasers (xwhich may include the Majority Class X Certificateholder) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed such sale price shall be deposited with the Trustee prior to the Swap Provider pursuant to Distribution Date following the Interest Rate Swap Agreement, month in which such value is determined and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx txx Xxxxx xx Xx. Xxxxx'xXames's, living on the date hereof. Notwithstanding anything The proceeds of the sale of such assets of the Trust pursuant to the contrary contained hereinAuction Call described in Section 11.01 (other than, no such purchase shall be permittedwith respect to any mortgage loan and the related property, unless (i) after distribution an amount equal to the excess, if any, of the proceeds thereof amount in Section 11.01(a)(2) over the sum of the amount in Section 11.01(a)(1) (such excess, the "Fair Market Value Excess")) will be distributed to the Certificateholders (other than holders of the Holders Certificates in accordance with Section 4.01. Any Fair Market Value Excess received in connection with the purchase of the Mortgage Loans and REO Properties will be distributed to the holders of the Class X, Class P and Residual R-2 Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, . Except to the extent provided above with regard to allocating any Fair Market Value Excess to the NIM Securities are then outstanding, or (ii) prior to such purchaseholders of the Class R-2 Certificates, the purchasing Servicer(s) shall have deposited proceeds of such a purchase will be treated as a prepayment of the Mortgage Loans for purposes of distributions to Certificateholders. Accordingly, the sale of the Mortgage Loans and the REO Properties as a result of the exercise by the Master Servicer of its option to solicit bids therefor will result in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest final distribution on the NIM Securities, to the extent the NIM Securities are then outstandingCertificates on that Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of earliest of: (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan Aggregate Collateral Balance (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals independent valuations completed by two independent appraisers companies selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed remaining unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider pursuant Servicer and any unreimbursed Advances (made by the Trustee as successor Servicer), Trustee Fees and expenses payable to the Interest Rate Swap AgreementTrustee (the sum of (A), (B) and (C), collectively, the "Par Value") and (II) the Fair Market Value; (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; and (c) the purchase by the Auction Purchaser of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the "Trust Collateral"), in each case as described below. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P hereof and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such purchaserepurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date. If the Optional Termination Holder has not exercised its purchase option described above, on any Distribution Date on or after the date on which the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of the purchase is less than five percent of the Aggregate Collateral Balance as of the Cut-off Date (the "Auction Date"), the purchasing Servicer(sTrustee shall solicit, or cause to be solicited, good faith bids for the Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trustee receives at least three bids for the Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trustee shall sell the Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Purchase Price") and following such sale shall have deposited no further liability or responsibility therefor. If the Trustee receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the Optional Termination Holder exercises its purchase option. Only expenses incurred by the Trustee in connection with the related Collection Account an amount to solicitation of bids for a successful auction described in this paragraph shall be remitted payable to the NIM Trustee thatTrustee, together out of the Mortgage Loan Purchase Price received in connection with such remaining proceedssuccessful auction, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securitiesas described in Section 9.02 hereof; provided, however that any indemnification rights available to the extent the NIM Securities are then outstandingTrustee under this Agreement in connection with any auctions will not be limited by this sentence.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, purchase on or after the Optional Termination Date, by any Servicer individuallythe Holder of a majority percentage interest in the Class CE Certificates, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed Monthly Advances, Servicing Advances and indemnification payments payable to the Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (v) any unreimbursed indemnification payments payable to the Master Servicer, the Securities Administrator and the Trustee under this Agreement, ; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) if the Class X Certificates are not 100% owned, either directly or indirectly, by the Purchaser or any of its Affiliates, the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, majority Class X Certificateholders in the aggregate of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the holder of the Class X Certificates at the its expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed all unreimbursed P&I Advances, Servicing Xxxxxxxx xxx xxdemnification payments payable to the Swap Provider pursuant Servicer and (iv) any unreimbursed indemnification payments payable to the Interest Rate Swap Agreement, Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; provided that in the case of clause (a) above, if the Depositor or any of its Affiliates is a Class X Certificateholder exercising this option, it may only do so with at least one other unaffiliated person that holds at least a 10% Percentage Interest in the Class X Certificates. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassadxx xx xxx Xxxxxx States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in holders of the related Collection Account Class X Certificates remits to the Trustee an amount to (which amount shall be directly remitted to the NIM Trustee Indenture Trustee) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicers, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Master Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the greater of (1) sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Master Servicer at the expense of such Servicer(s)its expense, plus accrued and unpaid interest on each Mortgage Loan the related mortgage loans at the applicable Mortgage Rate mortgage rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (iii2) the aggregate fair market value of each Mortgage Loan and any Swap Termination Payment owed REO Property, as determined by the highest bid received by the Trustee from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to the Swap Provider Certificateholders pursuant to Section 11.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate Swap Agreement, Rate; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the applicable Optional Termination Date, by any the Servicer individually, or all the Class X Certificateholders (subject to the restrictions set forth in the definition of the Servicers together, "Optional Termination Date") of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the party exercising the optimal termination at the expense of such Servicer(s)the party exercising the optimal termination plus, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) all costs and expenses incurred by, or on behalf of, the Trust Fund, of which the Trustee has actual knowledge, in connection with any Swap violation by such Mortgage Loan of any predatory or abusive-lending law (the "Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything the foregoing, if Standard & Poor's has rated a class of debt securities ("NIM Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer intends to exercise its option to purchase the contrary contained hereinMortgage Loans, no the Servicer will be permitted to exercise such purchase shall be permitted, unless option only if one of the following additional conditions is met: (i) after distribution of the proceeds thereof Termination Price to the Certificateholders (other than the Holders of the Class XX Certificates, Class P Certificates and Residual Class R Certificates) pursuant to Section 9.02redeem the related Certificates, the distribution remainder of the remaining proceeds Termination Price (the "Remainder Amount") is distributed to the Holders of the Class X Certificates and Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities to the extent the NIM Securities are then outstanding; or (ii) (A) at the same time that the Servicer remits the Termination Price to the Trustee, it also remits to the Trustee an additional amount which, in combination with the Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or and (iiB) prior the Trustee remits the Remainder 128 Amount to such purchase, the purchasing Servicer(s) shall have deposited in Holders of the related Collection Account an Class X Certificates and Class P Certificates and remits that additional amount to be remitted directly to the NIM Trustee that, together with such remaining proceeds, will be sufficient (plus any outstanding fees and expenses due and owing to pay the outstanding principal amount of and accrued and unpaid interest on NIM Trustee) under the indenture creating the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage RateInterest Rate ("Termination Price"); provided, however, that the foregoing optional purchase may only be undertaken if all amounts then owing to the Swap Provider have been paid in full and (iii) any Swap Termination Payment there are no outstanding obligations then owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, Provider; and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Couxx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Responsible Party and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, Date by any Servicer individually, or all of the Servicers togetherCountrywide Servicing, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Countrywide Servicing at the expense of such Servicer(s)Countrywide Servicing, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the Latest Possible Maturity Date and (ii) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Countrywide Servicing shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.039.03 and Section 9.04, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of earliest of: (a) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan Aggregate Collateral Balance (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals independent valuations completed by two independent appraisers companies selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed remaining unreimbursed Advances, Servicing Advances and Servicing Fees payable to a Servicer (other than a Servicer that is the Terminating Entity) and any unreimbursed Advances (made by the Trustee as a successor Servicer), Trustee Fees and expenses payable to the Swap Provider pursuant to Trustee (the Interest Rate Swap Agreementsum of (A), (B) and (C), collectively, the "Par Value") and (II) the Fair Market Value; (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; and (c) the purchase by the Auction Purchaser of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the "Trust Collateral"), in each case as described below. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date. If the Terminating Entity has not exercised its purchase option described above, on any Distribution Date on or after the date on which the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of the purchase is less than five percent of the Aggregate Collateral Balance as of the Cut-off Date (the "Auction Date"), the Trustee shall solicit, or cause to be solicited, good faith bids for the Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trustee receives at least three bids for the Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trustee shall sell the Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price") and following such sale shall have no further liability or responsibility therefor. If the Trustee receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the Terminating Entity exercises its purchase option. Only expenses incurred by the Trustee in connection with the solicitation of bids for a successful auction described in this paragraph shall be payable to the Trustee, out of the Mortgage Loan Auction Price received in connection with such successful auction, as described in Section 9.02 hereof; provided, however that any indemnification rights available to the Trustee under this Agreement in connection with any auctions will not be limited by this sentence. Notwithstanding anything to the contrary contained herein, no such purchase the Auction Purchaser shall not be permitted, unless (i) after distribution the Depositor or DLJMC or any of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingtheir respective affiliates.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Depositor of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (iA) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiB) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans at the time of any such repurchase, aggregating less than five percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans and the payment to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution Certificate Insurer of the proceeds thereof all amounts due to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingit.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the applicable Optional Termination Date, by any the Servicer individually, or all of the Servicers together, Class X Certificateholders of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxxx's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no No such purchase shall will be permitted, unless (i) after distribution of permitted without the proceeds thereof to the Certificateholders (other than the Holders consent of the Class XA Certificate Insurer, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to unless no draw on the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest A Insurance Policy would be made or unreimbursed on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingfinal Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchaseexercise of an Option to Purchase, on or after the Optional Termination Date, by any Servicer individually, or all of in the Servicers together, aggregate of all Mortgage Loans (and REO Properties) at the price (the “Termination Price”) equal to the sum of (i) 100100.00% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate that Trust Fund and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unxxxxxxxxxx X&X Xdvances, Servicing Advances and indemnification payments payable to the Servicer (iv) any unreimbursed indemnification payments payable to the Trustee, the Securities Administrator, the Master Servicer or the Depositor under this Agreement and (iiiv) any Swap Termination Payment owed Payments payable to the Swap Provider Counterparty as a result of a termination pursuant to the Interest Rate Swap Agreement, this Section 11.01 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Master Servicer (either upon instruction from the Depositor or voluntarily) shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class [X], Class P [P] and Residual CertificatesCertificates and any other Classes of Certificates which constitute NIM Securities) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X [X] and Class P [P] Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Master Servicer, remits to the related Collection Account Securities Administrator an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Master Servicer (to the extent not previously terminated as provided herein), the Back-Up Servicer (to the extent not previously terminated as provided herein) and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Terminating Entity of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (iv) any unreimbursed Advances payable to the Swap Provider pursuant to Master Servicer (the Interest Rate Swap Agreementsum of (i), (ii), (iii) and (biv), collectively, the “Par Value”) and (II) the fair market value, determined in accordance with prudent industry practices, of all of the property of the Trust (the “Fair Market Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in March 2034. The right to such purchaserepurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding, the purchasing Servicer(saggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) shall have deposited in of the related Collection Account an amount to be remitted Aggregate Collateral Balance as of the Initial Cut-off Date and (y) if any NIM Note is outstanding, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date if any NIM Note is outstanding. In addition to the NIM Trustee thatforegoing, together with if, at the time of any such remaining proceedsrepurchase, will the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to ten percent (10%) and greater than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date, the right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be sufficient further conditioned upon delivery of the Certificate Insurer’s prior written consent, which consent shall not be unreasonably withheld. If, at the time of any such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans is five percent (5%) or less of the Aggregate Collateral Balance as of the Initial Cut-off Date, the right to pay repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall not be further conditioned upon delivery of the outstanding principal amount of and accrued and unpaid interest Certificate Insurer’s prior written consent except where such repurchase would require a draw on the NIM SecuritiesFSA Policy or if any amounts due to FSA would remain unreimbursed on the final Distribution Date, wherein the right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be further conditioned upon delivery of the extent the NIM Securities are then outstandingCertificate Insurer’s prior written consent.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Terminating Entity of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to any Servicer which shall be entitled to withdraw such amounts from the Swap Provider applicable Collection Account pursuant to Section 3.09(a) (the Interest Rate Swap Agreementsum of (i), (ii) and (biii), collectively, the “Par Value”) and (II) the fair market value, determined in accordance with prudent industry practices, of all of the property of the Trust (the “Fair Market Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in October 2033. The right to such purchaserepurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding, the purchasing Servicer(saggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) shall have deposited in of the related Collection Account an amount to be remitted Aggregate Collateral Balance as of the Initial Cut-off Date and (y) if any NIM Note is outstanding, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date if any NIM Note is outstanding. In addition to the NIM Trustee thatforegoing, together with if, at the time of any such remaining proceedsrepurchase, will the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to ten percent (10%) and greater than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date, the right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be sufficient further conditioned upon delivery of the Certificate Insurer’s prior written consent, which consent shall not be unreasonably withheld. If, at the time of any such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans is five percent (5%) or less of the Aggregate Collateral Balance as of the Initial Cut-off Date, the right to pay repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall not be further conditioned upon delivery of the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingCertificate Insurer’s prior written consent.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer, the Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, hereof or (ii) prior the Distribution Date in March 2033. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such purchaserepurchase, aggregating less than ten percent of the purchasing Servicer(s) shall have deposited in Aggregate Collateral Balance as of the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingInitial Cut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Responsible Party and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, Date by any Servicer individually, or all of the Servicers together[_______], of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) [_______] at the expense of such Servicer(s)[_______], plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxxs's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) [_______] shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the Class A-3b Distribution Date following the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. No such purchase will be permitted without the consent of the Class A-3b Certificate Insurer, unless no draw on the Class A-3b Certificate Insurance Policy would be made or unreimbursed on the final Distribution Date for the Class A-3b Certificates. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate (less the Servicing Fee Rate), and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals an appraisal completed by two an independent appraisers appraiser selected by such Servicer(s) the Servicer, at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates (less the Servicing Fee Rate) and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement("Termination Price"), and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of earliest of: (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan Aggregate Collateral Balance (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals independent valuations completed by two independent appraisers companies selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed remaining unreimbursed Advances, Servicing Advances and Servicing Fees payable to a Servicer and any unreimbursed Advances (made by the Trustee as a successor Servicer), Trustee Fees and expenses payable to the Swap Provider pursuant to Trustee (the Interest Rate Swap Agreementsum of (A), (B) and (C), collectively, the "Par Value") and (II) the Fair Market Value; (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; and (c) the purchase by the Auction Purchaser of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the "Trust Collateral"), in each case as described below. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date. If the Optional Termination Holder has not exercised its purchase option described above, on any Distribution Date on or after the date on which the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of the purchase is less than five percent of the Aggregate Collateral Balance as of the Cut-off Date (the "Auction Date"), the Trustee shall solicit, or cause to be solicited, good faith bids for the Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential 130 whole mortgage loans similar to the contrary contained hereinMortgage Loans. If the Trustee receives at least three bids for the Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trustee shall sell the Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Purchase Price") and following such sale shall have no such further liability or responsibility therefor. If the Trustee receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the Optional Termination Holder exercises its purchase option. Only expenses incurred by the Trustee in connection with the solicitation of bids for a successful auction described in this paragraph shall be permittedpayable to the Trustee, unless (i) after distribution out of the proceeds thereof Mortgage Loan Purchase Price received in connection with such successful auction, as described in Section 9.02 hereof; provided, however that any indemnification rights available to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited Trustee under this Agreement in the related Collection Account an amount to connection with any auctions will not be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandinglimited by this sentence.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Pool I Mortgage Loans, Pool II Mortgage Loans or the entire Trust Fund Fund, as applicable, shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Pool I Mortgage Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable, (and related REO Properties) at the price equal to the sum greater of (i) 100% the Stated Principal Balance of the unpaid Pool I Mortgage Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable (after giving effect to scheduled payments of principal balance due on such Mortgage Loans during the related Due Period, to the extent received or advanced, and unscheduled collections of each principal received during the related Prepayment Period), and the appraised value of the related REO Properties and (ii) fair market value of the Pool I Mortgage Loan Loans, Pool II Mortgage Loans or all Mortgage Loans, as applicable, and related REO Properties (other than in respect as determined and as agreed upon as of REO Property) the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 9.02 by the Servicer, plus accrued and unpaid interest thereon at the applicable weighted average of the Mortgage RateRates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, (ii) the lesser of (x) the appraised value of Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) at the expense of such Servicer(s), plus Properties and any accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Net WAC Rate Carryover Amounts and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment payment payable to the relevant Swap Provider (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all amounts owed to the Swap Provider pursuant to NIMS Insurer, if any (as it notifies the Interest Rate Swap Agreement, Servicer and the Trust Administrator in writing); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Pool I Mortgage Loan, Pool II Mortgage Loan or Mortgage Loan, as Fremont 2006-B Pooling & Servicing Agreement applicable, remaining in the Trust Fund and the disposition of all related REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything . (b) It is understood and agreed by the parties hereto that the optional termination described in the preceding clause may be effected with respect to the contrary contained hereinPool I Mortgage Loans (and therefore the Pool I Certificates), no such purchase shall be permittedthe Pool II Mortgage Loans (and therefore the Pool II Certificates), unless (i) after distribution or all of the proceeds thereof to the Certificateholders (other than the Holders Mortgage Loans, and that final termination of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, Trust Fund under this Article IX will only be effected upon the distribution purchase of all of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingMortgage Loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Custodian, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, purchase on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) ), at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed all unreimbursed Monthly Advances, Servicing Advances and indemnification payments payable to the Swap Provider pursuant Servicer, and (iv) any unreimbursed indemnification payments payable to the Interest Rate Swap Custodian, the Master Servicer, the Securities Administrator and the Trustee under this Agreement, ; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, any Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of of: (aA) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining (which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such applicable Distribution Date being herein referred to as the “Optional Termination Date”)) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any unreimbursed Advances, Servicing Advances, Servicing Fees and Trustee Fees payable to any Servicer or the Trustee, as applicable, which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to Section 3.09(a) and (iv) the amount of any unpaid Swap Termination Payment owed to the Swap Provider pursuant to Counterparty (the Interest Rate Swap Agreementsum of (i), (ii), (iii) and (biv), collectively, the “Par Value”). (B) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of (i) 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereofhereof or (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (A) above shall be conditioned upon (x) if no NIM Note is outstanding or if the Holders of all outstanding NIM Notes consent in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than ten percent (10%) of the Aggregate Collateral Balance as of the Initial Cut-off Date; and (y) if any NIM Note is outstanding or if the Holders of all outstanding NIM Notes have not consented in writing to such repurchase, the aggregate Stated Principal Balance of the Mortgage Loans, at the time of any such repurchase, aggregating less than five percent (5%) of the Aggregate Collateral Balance as of the Initial Cut-off Date. In the event that the Class X Certificateholder elects to be the Terminating Entity, the Terminating Entity shall direct the Majority Servicer to exercise its right to purchase the Mortgage Loans from the Trust. The Class X Certificateholder shall deliver to the Majority Servicer and cause the Majority Servicer to deliver to the Trustee for deposit in the Certificate Account not later than the last Business Day of the month next preceding the month of the final distribution on the Certificates an amount in immediately available funds equal to the Par Value for the Mortgage Loans purchased by the Terminating Entity. If the Class X Certificateholder elects to be the Terminating Entity, the Class X Certificateholder shall be obligated to reimburse the Majority Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the majority Class X Certificateholder; provided, that if WFBNA is the Majority Servicer, the Class X Certificateholder shall remit an additional administrative fee in the amount of $2,500 to WFBNA. In addition, the Class X Certificateholder shall indemnify and hold harmless such Majority Servicer for any losses, liabilities or expense resulting from any claims directly resulting from or relating to the Majority Servicer’s termination of the Trust Fund at the direction of the majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Majority Servicer’s negligence, bad faith or willful misconduct. The Trustee shall remit to each Servicer from such funds deposited in the Certificate Account (i) any amounts which each Servicer would be permitted to withdraw and retain from the Collection Account pursuant to Section 3.09 and (ii) any other amounts otherwise payable by the Trustee to the Servicers from amounts on deposit in the Certificate Account pursuant to the terms of this Agreement, in each case prior to making any final distributions pursuant to Section 9.02 below. Upon delivery of the Par Value, the Trustee shall promptly release or cause to be released to the Terminating Entity the related Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. Notwithstanding anything to the contrary contained hereincontrary, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to if the Class X Certificateholder is eligible to be the Terminating Entity on any Optional Termination Date and Class P Certificates is sufficient does not exercise its right to pay purchase all of the outstanding principal amount of Mortgage Loans and accrued and unpaid interest on REO Properties from the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchaseTrust, the purchasing Servicer(s) option to purchase the Mortgage Loans and REO Properties from the Trust on such Optional Termination Date shall have deposited in the related Collection Account an amount to not be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingexercised.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchasepurchase by the Servicer (or, on or after if the Optional Termination Date, by Servicer fails to exercise such option and any Servicer individually, or all portion of the Servicers togetherOffered Certificates remains outstanding, the Certificate Insurer) of all Mortgage Loans (and related REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of for REO Property) plus one month’s accrued and unpaid interest thereon at the applicable Mortgage Rate less the Servicing Fee Rate, ; (ii) the lesser of (x) the appraised value of any related REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Expense Adjusted Net Mortgage Rate, and ; (iii) any Swap Termination Payment costs and damages incurred by the Trust Fund in connection with any violation by each Mortgage Loan of any predatory or abusive lending law; (iv) if the Servicer is exercising its Optional Termination, any Net WAC Cap Carry Forward Amounts and any amounts owed to the Swap Provider pursuant Certificate Insurer under the Policy and the Insurance Agreement, (v) if the Certificate Insurer is exercising its Optional Termination, unreimbursed out-of-pocket costs and expenses of the Servicer, including unreimbursed Servicing Advances and Advances made on the Mortgage Loans prior to the Interest Rate exercise of such right and (vi) accrued and unpaid Net Swap Agreement, Payments and Swap Termination Payments (including as a result of such termination) then owing to the Swap Provider; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property Property; and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereofhereof or the Latest Possible Maturity Date (as defined in the Preliminary Statement). Notwithstanding anything If the Servicer’s exercise of the Optional Termination would result in a draw on the Policy or any amounts will remain unpaid to the contrary contained hereinCertificate Insurer, no the Servicer will be required to obtain the consent of the Certificate Insurer. The Servicer or the Certificate Insurer (in such capacity, the “Terminator”) on or after the Optional Termination Date may purchase all Mortgage Loans and REO Properties in the Trust Fund pursuant to clause (a) above. Upon termination of the Trust Fund, the Servicer shall be permittedsucceed to all rights of the Trustee and Certificateholders with respect to the Trust Fund other than funds needed to make the final distribution, unless including any assets that were ever part of the Trust Fund. With such repurchase, the Terminator shall acquire any rights or potential rights of the Certificateholders or the Trustee to causes of action against any Person relating to the Mortgage Loans or the origination of the Mortgage Loans, including, without limitation, the right to enforce any breach of a representation or warranty made at any time with respect to the Mortgage Loans. In connection with any such Optional Termination: (i) after distribution The Terminator shall notify in writing (which may be done in electronic format) the Swap Provider, at least ten (10) days prior to the final Distribution Date, of the proceeds thereof final Distribution Date on which the Terminator intends to terminate the Trust Fund; (ii) No later than 4:00 pm (New York City time) four (4) Business Days prior to the Certificateholders (other than final Distribution Date specified in the Holders notices required pursuant to Sections 9.02, the Trustee shall request from the Swap Provider, the amount of the Class XEstimated Swap Termination Payment. The Swap Provider shall, Class P no later than 2:00 pm (New York City time) on the following Business Day, notify in writing (which may be done in electronic format) the Trustee of the amount of the Estimated Swap Termination Payment and Residual Certificatesthe Trustee shall promptly on the same day notify the Terminator of the amount of the Estimated Swap Termination Payment; and (iii) Two (2) Business Days prior to the final Distribution Date specified in the notices required pursuant to Sections 9.02, (x) the Terminator shall, no later than 1:00 pm (New York City time) on such day, deliver to the Trustee and the Trustee shall deposit funds in the Distribution Account in an amount equal to the sum of the Termination Price (clause (vi) of which shall be based on the Estimated Swap Termination Payment), and (y) if the Trustee shall have determined that the all of the requirements for Optional Termination have been met, including without limitation the deposit required pursuant to the immediately preceding clause (x) as well as the requirements specified in Section 9.02, then the Trustee shall, on the same Business Day, provide written notice to the Terminator and the Swap Provider confirming (a) its receipt of the Termination Price (which shall be based on the Estimated Swap Termination Payment), and (b) that all other requirements of the Optional Termination have been met (the “Optional Termination Notice”). Upon the delivery of the Optional Termination Notice by the Trustee pursuant to the preceding sentence, (i) the Optional Termination shall become irrevocable, (ii) the notice to Certificateholders of such Optional Termination provided pursuant to Section 9.029.02 shall become unrescindable, (iii) the distribution Swap Provider shall determine the Swap Termination Payment in accordance with the Interest Rate Swap Agreement (which shall not exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider shall provide to the Trustee written notice of the remaining proceeds amount of the Swap Termination Payment not later than one (1) Business Day prior to the Class X and Class P Certificates is sufficient final Distribution Date specified in the notices required pursuant to pay Sections 9.02. In connection with any Optional Termination, only an amount equal to the outstanding principal amount of and accrued and unpaid interest Termination Price based on the NIM Securities, actual Swap Termination Payment shall be made available for distribution to the extent Certificateholders. Any Estimated Swap Termination Payment deposited into the NIM Securities are then outstandingDistribution Account by the Terminator shall be withdrawn by the Trustee from the Distribution Account on the related final Distribution Date and distributed as follows: (i) to the Supplemental Interest Trust for payment to the Swap Provider in accordance with Section 4.02, or an amount equal to the Swap Termination Amount calculated pursuant to the Interest Rate Swap Agreement, provided that in no event shall the amount distributed to the Swap Provider in respect of the Swap Termination Amount exceed the Estimated Swap Termination Payment, and (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account Terminator an amount to be remitted equal to the NIM Trustee thatexcess, together with such remaining proceedsif any, will of the Estimated Swap Termination Payment over the actual Swap Termination Payment due. The Swap Termination Payment shall not be sufficient to pay the outstanding principal amount part of any REMIC and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingshall not be paid into any account which is part of any REMIC.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Custodian and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymexxx xxxxxxx xx xhe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap AgreementAgreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (v) any unreimbursed indemnification payments payable to the Custodian or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Servicer shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.02 and Section 11.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchasepurchase by the Servicer (at the direction of the Majority Class C Certificateholder), on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, selected by the Majority Class C Certificateholder), at the expense of such Servicer(sPerson (or in the case of the Servicer, acting at the direction of the Majority Class C Certificateholder, the Majority Class C Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Securities Administrator by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherCountrywide, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Person electing to terminate the Trust Fund (or in the case of Countrywide, acting at the direction of the Majority Class X Certificateholder, selected by the Majority Class X Certificateholder), at the expense of such Servicer(sPerson (or in the case of Countrywide, acting at the direction of the Majority Class X Certificateholder, the Majority Class X Certificateholder), plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Custodian and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) (I) the purchase, purchase on or after the Group I Optional Termination Date, by any Servicer individually, or all the Holder of the Servicers togetherClass I-R Certificates, of all Mortgage Loans (and REO Properties) at the price (the "Group I Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Group I Mortgage Loan (other than in respect of REO PropertyProperty for such Group) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property in Group I as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the applicable Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Group I Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed Monthly Advances, Servicing Advances and indemnification payments payable to the applicable Servicer for Loan Group I, (iv) any Group I Swap Termination Payment owed to the Group I Swap Provider pursuant to the Group I Interest Rate Swap Agreement, and (v) any unreimbursed indemnification payments payable to the Trustee under this Agreement and (II) the purchase on or after the Group II Optional Termination Date, by the Holder of the Class II-R Certificates, at the price (the "Group II Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Group II Mortgage Loan (other than in respect of REO Property for such Group) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property in Group II as determined by the higher of two appraisals completed by two independent appraisers selected by the applicable Servicer at the expense of such Servicer and (y) the unpaid principal balance of each Group II Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed Monthly Advances, Servicing Advances and indemnification payments payable to the applicable Servicer in Loan Group II, (iv) any Group II Swap Termination Payment owed to the Group II Swap Provider pursuant to the Group II Interest Rate Swap Agreement, and (v) any unreimbursed indemnification payments payable to the Trustee and Custodian under this Agreement; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Court xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer Servicer, individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) any Servicer, individually, or all of the Servicers together, at the expense of such Servicer(s)any Servicer, individually, or all of the Servicers together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicers shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassxxxx xx xxx Xxxxxd States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to (which amount shall be directly remitted to the NIM Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the Class A-2b Distribution Date following the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. No such purchase will be permitted without the consent of the Class A-2b Certificate Insurer, unless no draw on the Class A-2b Certificate Insurance Policy, or any other amount payable to the Class A-2b Certificate Insurer, would be made or remain unreimbursed on the final Distribution Date for the Class A-2b Certificates. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicer shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee thatwhich, in the aggregate, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, each Servicer, the Servicers Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the applicable Optional Termination Date, by any Servicer individually, one or all more Servicers or the Class X Certificateholders (subject to the restrictions set forth in the definition of the Servicers together, "Optional Termination Date") of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent 178 appraisers selected by such Servicer(s) the party exercising the optimal termination at the expense of such Servicer(s)the party exercising the optimal termination plus, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii) all costs and expenses incurred by, or on behalf of, the Trust Fund, of which the Securities Administrator has actual knowledge, in connection with any violation by such Mortgage Loan of any predatory or abusive-lending law and (iiiiv) any Swap Termination Payment Payment, other than a Defaulted Swap Termination Payment, owed to the Swap Provider pursuant to (the Interest Rate Swap Agreement, "Termination Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything the foregoing, if Standard & Poor's has rated a class of debt securities ("NIM Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which a Servicer intends or the Servicers intend to exercise its option to purchase the contrary contained hereinMortgage Loans, no a Servicer or the Servicers will be permitted to exercise such purchase shall be permitted, unless option only if one of the following additional conditions is met: (i) after distribution of the proceeds thereof Termination Price to the Certificateholders (other than the Holders of the Class XX Certificates, Class P Certificates and Residual Class R Certificates) pursuant to Section 9.02redeem the related Certificates, the distribution remainder of the remaining proceeds Termination Price (the "Remainder Amount") is distributed to the Holders of the Class X Certificates and Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities to the extent the NIM Securities are then outstanding; or (ii) (A) at the same time that a Servicer remits or the Servicers remit the Termination Price to the Master Servicer, it also remits to the Securities Administrator an additional amount which, in combination with the Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or and (iiB) prior the Securities Administrator remits the Remainder Amount to such purchase, the purchasing Servicer(s) shall have deposited in Holders of the related Collection Account an Class X Certificates and Class P Certificates and remits that additional amount to be remitted directly to the NIM Trustee that, together with such remaining proceeds, will be sufficient (plus any outstanding fees and expenses due and owing to pay the outstanding principal amount of and accrued and unpaid interest on NIM Trustee) under the indenture creating the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Custodian and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) all unreimbursed P&I Advances, Servicing Advances and indemnification paymenxx xxxxxxx xx xxe Servicer, (iv) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap AgreementAgreement (to the extent not received by the Swap Provider as a Replacement Swap Provider Payment), and (v) any unreimbursed indemnification payments payable to the Custodian or the Trustee under this Agreement and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Court xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase by the Servicer shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of of, and accrued and unpaid interest on on, the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, purchase by any Servicer individually, or all of the Servicers together, Vesta of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxes's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans, at the Certificateholders (other time of any such repurchase, aggregating less than the Holders ten percent of the Class X, Class P and Residual CertificatesAggregate Collateral Balance as of the Cut-off Date. (b) If Vesta elects to terminate the Trust Fund pursuant to Section 9.029.01(a) above, the distribution of the remaining proceeds Vesta or a successor Servicer shall retain all servicing rights with respect to the Class X Mortgage Loans serviced by it. Vesta and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior any successor Servicer shall enter into a servicing agreement mutually acceptable to such purchaseparties, pursuant to which such successor Servicer shall continue to service and administer such Mortgage Loans in accordance with the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with customary and usual standards of practice of prudent mortgage loan servicers which service such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingmortgage loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Basis Risk Carry Forward Amounts, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, (“Termination Price”) and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James’s, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Xxxxx xx Xx. Xxxxx'xXxxxs's, living on the date hereof. No such purchase will be permitted without the consent of the Certificate Insurer, unless no draw on the Certificate Insurance Policy would be made or unreimbursed on the final Distribution Date for any of the Class A or Class M Certificates. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to (which amount shall be directly remitted to the NIM Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the applicable Optional Termination Date, by any the Servicer individually, or all of the Servicers together, Class X Certificateholders of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Adjusted Mortgage Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Servicer and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Adjusted Net Mortgage Rate, Rate and (iii) all costs and expenses incurred by, or on behalf of, the Trust Fund, of which the Trustee has actual knowledge, in connection with any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, violation by such Mortgage Loan of any predatory or abusive-lending law and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Holder of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (iA) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiB) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyKennxxx, the late Ambassador xxx xxxx Xxxassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans and the Certificateholders (other than the Holders appraised value of the Class XREO Properties at the time of any such repurchase, Class P and Residual Certificates) pursuant to Section 9.02, the distribution aggregating less than ten percent of the remaining proceeds to Aggregate Loan Balance of the Class X and Class P Certificates is sufficient to pay Mortgage Loans as of the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingCut-off Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price"); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, purchase by any Servicer individually, or all of the Servicers together, Calmco of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case and related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.09(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans, at the Certificateholders (other time of any such repurchase, aggregating less than the Holders ten percent of the Class X, Class P and Residual CertificatesAggregate Collateral Balance as of the Cut-off Date. (b) If Calmco elects to terminate the Trust Fund pursuant to Section 9.029.01(a) above, the distribution of the remaining proceeds other Servicer shall retain all servicing rights with respect to the Class X Mortgage Loans serviced by it. Calmco and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior such Servicer shall enter into a servicing agreement mutually acceptable to such purchaseparties, pursuant to which such Servicer shall continue to service and administer such Mortgage Loans in accordance with the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with customary and usual standards of practice of prudent mortgage loan servicers which service such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingmortgage loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. (a) Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Seller, the Servicers and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, purchase by any Servicer individually, or all of the Servicers together, Calmco of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (i) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) any Swap Termination Payment owed unreimbursed Advances, Servicing Advances and Servicing Fees payable to the Swap Provider other Servicer which shall be entitled to withdraw such amounts from the applicable Collection Account pursuant to the Interest Rate Swap Agreement, Section 3.08(a) and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereofhereof and (ii) the Latest Possible Maturity Date. Notwithstanding anything The right to the contrary contained herein, no such purchase repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be permitted, unless (i) after distribution conditioned upon the aggregate Stated Principal Balance of the proceeds thereof to Mortgage Loans, at the Certificateholders (other time of any such repurchase, aggregating less than the Holders ten percent of the Class X, Class P and Residual CertificatesAggregate Loan Balance as of the Cut-off Date. (b) If Calmco elects to terminate the Trust Fund pursuant to Section 9.029.01(a) above, the distribution of the remaining proceeds other Servicer shall retain all servicing rights with respect to the Class X Mortgage Loans serviced by it. Calmco and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior such Servicer shall enter into a servicing agreement mutually acceptable to such purchaseparties, pursuant to which such Servicer shall continue to service and administer such Mortgage Loans in accordance with the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with customary and usual standards of practice of prudent mortgage loan servicers which service such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingmortgage loans.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer, the Master Servicer, the Trust Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, together with any unpaid remaining Net WAC Rate Carryover Amounts and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Person seeking to purchase such Servicer(s) Mortgage Loans, at the expense of such Servicer(s)Person, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, ("Termination Price"); and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Couxx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallyCountrywide Servicing or Saxon, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Countrywide Servicing or Saxon, individually or together, at the expense of such Servicer(s)Countrywide Servicing or Saxon, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) Servicers shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.0311.03, the obligations and responsibilities of the Depositor, the Servicers Master Servicer, the Servicers, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Master Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price (the "Termination Price") equal to the greater of (1) sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Master Servicer at the expense of such Servicer(s)its expense, plus accrued and unpaid interest on each Mortgage Loan the related mortgage loans at the applicable Mortgage Rate mortgage rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Interest Rate and (iii2) the aggregate fair market value of each Mortgage Loan and any Swap Termination Payment owed REO Property, as determined by the highest bid received by the Trustee from closed bids solicited by the Depositor or its designee from at least three recognized broker/dealers (one of which may be an affiliate of the Depositor) as of the close of business on the third Business Day preceding the date upon which a Notice of Final Distribution is furnished to the Swap Provider Certificateholders pursuant to Section 11.02, plus accrued and unpaid interest on the Mortgage Loans at the applicable Mortgage Interest Rate Swap Agreement, Rate; and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx thx Xxxxx xx Xx. Xxxxx'xXxmes's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section Sections 9.02 and 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallySaxon or Countrywide Servicing, individually or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Saxon or Countrywide Servicing, individually or together, at the expense of such Servicer(s)expensx xx Saxon or Countrywide Servicing, individually or together, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the applicable Optional Termination Date, by any the Servicer individually, or all the Class X Certificateholders (subject to the restrictions set forth in the definition of the Servicers together, "Optional Termination Date") of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the party exercising the optimal termination at the expense of such Servicer(s)the party exercising the optimal termination plus, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iii) all costs and expenses incurred by, or on behalf of, the Trust Fund, of which the Trustee has actual knowledge, in connection with any Swap violation by such Mortgage Loan of any predatory or abusive-lending law (the "Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, Price") and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything the foregoing, if Standard & Poor's has rated a class of debt securities ("NIM Securities") that are backed by the Class X Certificates and Class P Certificates and that are outstanding on any date on which the Servicer intends to exercise its option to purchase the contrary contained hereinMortgage Loans, no the Servicer will be permitted to exercise such purchase shall be permitted, unless option only if one of the following additional conditions is met: (i) after distribution of the proceeds thereof Termination Price to the Certificateholders (other than the Holders of the Class XX Certificates, Class P Certificates and Residual Class R Certificates) pursuant to Section 9.02redeem the related Certificates, the distribution remainder of the remaining proceeds Termination Price (the "Remainder Amount") is distributed to the Holders of the Class X Certificates and Class P Certificates and is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities to the extent the NIM Securities are then outstanding; or (ii) (A) at 135 the same time that the Servicer remits the Termination Price to the Trustee, it also remits to the Trustee an additional amount which, in combination with the Remainder Amount, is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or and (iiB) prior the Trustee remits the Remainder Amount to such purchase, the purchasing Servicer(s) shall have deposited in Holders of the related Collection Account an Class X Certificates and Class P Certificates and remits that additional amount to be remitted directly to the NIM Trustee that, together with such remaining proceeds, will be sufficient (plus any outstanding fees and expenses due and owing to pay the outstanding principal amount of and accrued and unpaid interest on NIM Trustee) under the indenture creating the NIM Securities. No purchase under this Section 9.01 will be permitted without the consent of the Certificate Insurer, unless no draw on the Certificate Insurance Policy would be made and no amounts due to the extent Certificate Insurer would remain unreimbursed on the NIM Securities are then outstandingfinal Distribution Date.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after purchase by the Optional Termination Date, by any Servicer individually, or all of the Servicers together, Depositor of all Mortgage Loans (and REO Properties) remaining at the price equal to the sum of (iA) 100% of the unpaid principal balance Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiB) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders and the Certificate Insurer of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States xx xxx Xxxxxx Xxates to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans at the time of any such repurchase, aggregating less than five percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans and the payment to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution Certificate Insurer of the proceeds thereof all amounts due to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingit.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.039.03 and Section 9.04, the rights, obligations and responsibilities of the Depositor, the Servicers Seller, the Servicers, the Special Servicer and the Trustee created hereby hereunder with respect to the Trust Fund shall terminate upon the earlier of earliest of: (a) the purchasepurchase by the Terminating Entity, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherat its election, of all Mortgage Loans (and REO Properties) remaining at the price equal to the greater of (I) the sum of (iA) 100% of the unpaid principal balance of each Mortgage Loan Aggregate Collateral Balance (other than in respect of REO Property) plus one month's accrued and unpaid interest thereon at the applicable Mortgage Rate, (iiB) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals independent valuations completed by two independent appraisers companies selected by such Servicer(s) the Depositor at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Depositor and (y) the unpaid principal balance Stated Principal Balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (iiiC) any Swap Termination Payment owed remaining unreimbursed Advances, Servicing Advances and Servicing Fees payable to a Servicer (other than a Servicer that is the Terminating Entity) and any unreimbursed Advances (made by the Trustee as a successor Servicer), Trustee Fees and expenses payable to the Swap Provider pursuant to Trustee (the Interest Rate Swap Agreementsum of (A), (B) and (C), collectively, the "Par Value") and (II) the Fair Market Value; (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement; and (c) the purchase by the Auction Purchaser of all the Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan (the "Trust Collateral"), in each case as described below. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Couxx xx Xx. Xxxxx'x, living on the date hereof and (ii) the Latest Possible Maturity Date. The right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a) above shall be conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of any such repurchase, aggregating less than ten percent of the Aggregate Collateral Balance as of the Cut-off Date. If the Terminating Entity has not exercised its purchase option described above, on any Distribution Date on or after the date on which the aggregate Stated Principal Balance of the Mortgage Loans and the appraised value of the REO Properties at the time of the purchase is less than five percent of the Aggregate Collateral Balance as of the Cut-off Date (the "Auction Date"), the Trustee shall solicit, or cause to be solicited, good faith bids for the Trust Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage Loans. If the Trustee receives at least three bids for the Trust Collateral, and one of such bids is equal to or greater than the Par Value, the Trustee shall sell the Trust Collateral to the highest bidder (the "Auction Purchaser") at the price offered by the Auction Purchaser (the "Mortgage Loan Auction Price") and following such sale shall have no further liability or responsibility therefor. If the Trustee receives less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the Terminating Entity exercises its purchase option. Only expenses incurred by the Trustee in connection with the solicitation of bids for a successful auction described in this paragraph shall be payable to the Trustee, out of the Mortgage Loan Auction Price received in connection with such successful auction, as described in Section 9.02 hereof; provided, however that any indemnification rights available to the Trustee under this Agreement in connection with any auctions will not be limited by this sentence. Notwithstanding anything to the contrary contained herein, no such purchase the Auction Purchaser shall not be permitted, unless (i) after distribution the Depositor or DLJMC or any of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstandingtheir respective affiliates.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03Sections 11.02 and 11.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Master Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers togetherSaxon, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) Saxon, at the expense of such Servicer(s)Saxon, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.0211.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individuallythe Servicer, or all an affiliate of the Servicers togetherServicer, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two an independent appraisers appraiser selected by such Servicer(s) the Servicer, at the expense of such Servicer(s)Servicer's expense, plus accrued and unpaid interest on each the related Mortgage Loan at the applicable Mortgage Rate Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed to the Swap Provider or owed to the Trust Fund, as applicable (as provided to the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement, ) ("Termination Price") and (iv) any unreimbursed expenses and indemnities owed by the Trust to the Trustee and (b) the later of (i) the maturity or other liquidation Liquidation Event (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx xx Xx. Xxxxx'x, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicers, the Responsible Party and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, Date by any Servicer individually, or all of the Servicers togetherHomEq, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) HomEq at the expense of such Servicer(s)HomEq, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassadxx xx xxx Xxxxxx States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) HomEq shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) at the expense of such Servicer(s), plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Courx Coxxx xx Xx. Xxxxx'xXxxxx's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in the related Collection Account an amount to be remitted to the NIM Trustee that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.

Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of the Depositor, the Servicers Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the Optional Termination Date, by any the Servicer individually, or all of the Servicers together, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Rate, Rate and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by such Servicer(s) the Servicer at the expense of such Servicer(s)the Servicer, plus accrued and unpaid interest on each Mortgage Loan at the applicable Mortgage Rate Rate, and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Rate, and (iii) any Swap Termination Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement. In no event shall the trusts created hereby continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United Ambassadxx xx xxx Xxxxxx States to the Courx xx Xx. Xxxxx'xCourt of St. James's, living on the date hereof. Notwithstanding anything to the contrary contained herein, no such purchase shall be permitted, permitted unless (i) after distribution of the proceeds thereof to the Certificateholders (other than the Holders of the Class X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution of the remaining proceeds to the Class X and Class P Certificates is sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding, or (ii) prior to such purchase, the purchasing Servicer(s) shall have deposited in Servicer remits to the related Collection Account Trustee an amount to (which amount shall be directly remitted to the NIM Indenture Trustee for deposit in the Note Account) that, together with such remaining proceeds, will be sufficient to pay the outstanding principal amount of and accrued and unpaid interest on the NIM Securities, to the extent the NIM Securities are then outstanding.