Common use of Termination Upon Loss of REMIC Status Clause in Contracts

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination Determination, the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass- Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Residual Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R R-I Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R R-I Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer and the Master Servicer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode the Master Servicer or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any xxxxxxxxxxxx X&X Advances and Servicing Advances and the interest portion of any P&I Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency xxxxxxxxxxxx X&X Advances and Servicing Advances and (c) the interest portion of any Delinquency P&I Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (a)(ii) above. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC I or the Upper-Tier REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination Determination, the Owners Certificateholders of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust REMIC I and REMIC II to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners Certificateholders of the Class R Non-Offered Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding Controlling Non-Offered Certificateholders may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust REMIC I all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate REMIC I at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of purchase price that would be payable by such Certificateholders if such Certificateholders were the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed Terminator pursuant to remitSection 9.02. If, during the Purchase Option Period, the Owners of the Class R Certificates Controlling Non-Offered Certificateholders have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners Certificateholders of the Offered Certificates have given the Trustee the direction described above in clause (a)(i) aboveSection 9.03, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust EstateREMIC I and REMIC II, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust EstateREMIC I and REMIC II, the distribution of the proceeds of the liquidation and the termination of this Agreement shall occur no later than the close of the 60th day, or such later day as the Owners Certificateholders of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R 101 Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (ii) of the first paragraph of this Section 9.04(a). In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Trust and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Residual Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R R-I Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R R-I Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service Service, or by a court of competent jurisdiction, in either case case, from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier any Trust REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any ------------------- time on or after the date which is 30 calendar days following such Final Determination (i) the Owners of a majority Majority in Percentage Interests represented by the Offered Certificates then Outstanding Voting Interest may direct the Trustee on behalf of the each Trust REMIC to adopt a "plan of complete liquidation, as contemplated by " (within the meaning of Section 860F(a)(4860F(a)(4)(B)(i) of the Code) and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust Fund all Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Fund at a price equal to the Termination Price. The Upon receipt of notice from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates R-I Certificateholders of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners Holders of a majority of the Percentage Interests Interest of ------------------ the Class R R-I Certificates then Outstanding outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their ---------------------- option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate Fund at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of Termination Price. Any such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described purchase shall be accomplished in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period manner set forth in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option PeriodSection 11.01. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.-------------

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can may be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Owners Certificate Insurer or the Holders of a majority in Percentage Interests represented by of the Offered Class A Certificates then Outstanding outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated prepared by Section 860F(a)(4the Master Servicer and (ii) the Certificate Insurer may notify the Trustee of the CodeCertificate Insurer's determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Scheduled Principal Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Master Servicer Custodial Account representing collections of principal on the Mortgage Loans during the current Remittance Period and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Advances and any Advances which a Servicer or Master Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners Servicers and the Holders of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners Holders of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Scheduled Principal Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and unpaid Servicing Advances Fees and Master Servicing Fees, (c) any Delinquency Advances which the a Servicer or Master Servicer has theretofore failed to remitremit and (d) any outstanding Reimbursement Amount. If, during the Purchase Option Period, the Owners Holders of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in (i) if the event that Certificate Insurer or the Owners Holders of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Mortgage Loans and reimburse the Servicers or Master Servicer for unreimbursed Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners Certificate Insurer or the Holders of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) if the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above, the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate. In connection with such purchase, the Master Servicer shall remit to the Trustee (or the Paying Agent on behalf of the Trustee) all amounts then on deposit in the Principal and Interest Master Servicer Custodial Account for deposit to the Certificate Asset Proceeds Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of 102 foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances Advances, (c) all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement and (cd) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (ii) of the first paragraph of this Section 9.04(a). In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate 106 Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (ii) of the first paragraph of this Section 9.04(a). In connection with such purchase, the Master Servicer shall 107 remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination Determination, the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in 100 107 accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust 103 Estate at a price equal to the sum of (x) the greater of (1) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (2) the fair market value of such Home Equity Loans (disregarding accrued interest), as reasonably determined by the Servicer based upon at least three market quotes (or such fewer number of quotes as are reasonably obtainable), (y) one month's interest on such amount computed at the Termination Date Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(ii) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) the interest portion of any Delinquency Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (ii) of the first paragraph of this Section 9.04(a). In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the LowerUpper-Tier REMIC or the Upper-Tier Base REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at At any time on or after the date which is 30 thirty (30) calendar days following such a Final Determination the Owners holders of a majority in Percentage Interests represented by the Offered Class A, Class M and Class B Certificates then Outstanding may direct the Trustee Securities Administrator on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee Upon receipt of such direction from the Holders of the Class A, Class M and Class B Certificates, the Securities Administrator shall notify the Owners Holders of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "“Termination Notice"”). The Owners Holders of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 sixty (60) days from the date of receipt of the Termination Notice (the "“Purchase Option Period"”), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans Pool Balance as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through RateMortgage Rates, (b) the aggregate amount of any unreimbursed Delinquency Advances (and Servicing Advances interest thereon if required to be paid pursuant to this Agreement) and Trust Expenses, and (c) any Delinquency Monthly Advances which a Servicer, the Master Servicer or the Securities Administrator has theretofore failed to remit. If, during the Purchase Option Period, the Owners holders of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Owners holders of the Offered Class A, Class M Certificates and Class B Certificates have given the Trustee Securities Administrator the direction described in clause (a)(ii) aboveof the immediately preceding paragraph, the Trustee Securities Administrator shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th sixtieth (60th) day, or such later day as the Owners holders of the Offered Class A, Class M, and Class B Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances Advances, (c) all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement and (cd) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete 103 110 liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Termination Date Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances Advances, (c) all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement and (cd) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer and the Master Servicer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode the Master Servicer or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing collections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any xxxxxxxxxxxx X&X Advances and Servicing Advances and any P&I Advances which the Master Servicer has theretofore failed to remit. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency xxxxxxxxxxxx X&X Advances and Servicing Advances and (c) any Delinquency P&I Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates Certificate Insurer have given elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate, the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (a)(ii) above. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following follow ing such Final Determination Determination,the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at At any time on or after the date which is 30 thirty (30) calendar days following such a Final Determination the Owners holders of a majority in Percentage Interests represented by the Offered Class A-1, Class M and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Upon receipt of such direction from the Holders of the Class A-1, Class M and Class B Certificates, the Trustee shall notify the Owners Holders of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners Holders of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 sixty (60) days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans Pool Balance as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through RateMortgage Rates, (b) the aggregate amount of any unreimbursed Delinquency Advances (and Servicing Advances interest thereon if required to be paid pursuant to this Agreement) and Trust Expenses, and (c) any Delinquency Monthly Advances which the Servicer GMACM has theretofore failed to remit. If, during the Purchase Option Period, the Owners holders of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Owners holders of the Offered Class A-1, Class M Certificates and Class B Certificates have given the Trustee the direction described in clause (a)(ii) aboveof the immediately preceding paragraph, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, 119 the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th sixtieth (60th) day, or such later day as the Owners holders of the Offered Class A-1, Class M, and Class B Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Trust and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Residual Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R R-I Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R R-I Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A Trust Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Trust Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Estate does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Servicers and the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remitTermination Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(ia) above, the Trustee shall sell the Home Equity Mortgage Loans and reimburse the Servicer for unreimbursed (including nonrecoverable) Delinquency Advances, Servicing Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances 106 and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Master Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Master Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Estate does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Servicers and the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remitTermination Price. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(ia) above, the Trustee shall sell the Home Equity Mortgage Loans and reimburse the Servicer for unreimbursed (including nonrecoverable) Delinquency Advances, Servicing Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Trust and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Residual Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R R-I Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R R-I Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A Trust Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Trust Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Estate does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Mortgage Loans during the current Remittance Period, and (ii) the fair market value of such Mortgage Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Adjusted Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the related Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Servicers and the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Advances, Servicing Advances and unpaid Servicing Fees, (c) any Delinquency Advances which the related Servicer has theretofore failed to remitremit and (d) any outstanding Reimbursement Amount. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Mortgage Loans and reimburse the Servicer for unreimbursed Delinquency Advances, Servicing Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, 105 such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or (with the consent of the Certificate Insurer) the Owners of a majority in Percentage Interests represented by the Offered Class A and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), as reasonably determined by the Servicer based upon at least three market quotes (or such fewer number of quotes as are reasonably obtainable), (y) one month's interest on such amount computed at the Termination Date Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R R-I Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. Following a Final Determination, the Owners of a majority of the Percentage Interests of the Class R-I Certificates then Outstanding may, at their option and upon delivery to the Certificate Insurer of an opinion of counsel experienced in federal income tax matters acceptable to the Certificate Insurer selected by the Owners of the Class R-I Certificates, which opinion shall be reasonably satisfactory in form and substance to the Certificate Insurer, to the effect that the effect of the Final Determination is to increase substantially the probability that the gross income of the Trust will be subject to federal taxation, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount computed at the Termination Date Pass-Through Rate, (b) the aggregate amount of unreimbursed Delinquency Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase. The foregoing opinion shall be deemed satisfactory unless the Certificate Insurer gives the Owners of a majority of the Percentage Interests of the Class R-I Certificates notice that such opinion is not satisfactory within thirty days after receipt of such opinion. In connection with any such purchase, such Owners shall direct the Trustee to adopt a plan of complete liquidation as contemplated by Section 860F(a)(4) of the Code and shall provide to the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such purchase constitutes a Qualified Liquidation.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at 131 At any time on or after the date which is 30 thirty (30) calendar days following such a Final Determination the Owners holders of a majority in Percentage Interests represented by the Offered Class A, Class M-1 and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Upon receipt of such direction from the Holders of the Class A, Class M-1 and Class B Certificates, the Trustee shall notify the Owners Holders of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination NoticeTERMINATION NOTICE"). The Owners Holders of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 sixty (60) days from the date of receipt of the Termination Notice (the "Purchase Option PeriodPURCHASE OPTION PERIOD"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans Pool Balance as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through RateMortgage Rates, (b) the aggregate amount of any unreimbursed Delinquency Advances (and Servicing Advances interest thereon if required to be paid pursuant to this Agreement) and Trust Expenses, (c) any Delinquency Monthly Advances which the Servicer or the Master Servicer has theretofore failed to remit, and (d) all amounts owing to the Certificate Insurer. If, during the Purchase Option Period, the Owners holders of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Owners holders of the Offered Class A, Class M-1 Certificates and Class B Certificates have given the Trustee the direction described in clause (a)(ii) aboveof the immediately preceding paragraph, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th sixtieth (60th) day, or such later day as the Owners holders of the Offered Class A, Class M-1, and Class B Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either any REMIC in the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or (with the consent of the Certificate Insurer) the Owners of a majority in Percentage Interests represented by the Offered Class A and Class B Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), as reasonably determined by the Servicer based upon at least three market quotes (or such fewer number of quotes as are reasonably obtainable), (y) one month's interest on such amount computed at the Termination Date Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R R-I Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraphsentence, then upon the expiration of the Purchase Option Period in the event that the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A and Class B Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) above the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Estate does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners of a majority in Percentage Interests represented by the Offered Certificates related to either Mortgage Loan Group then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Servicer, the Special Servicer and the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Mortgage Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remitTermination Price. If, during the Purchase Option Period, If the Owners of a majority of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Mortgage Loans and reimburse the Servicer and the Special Servicer for unreimbursed (including nonrecoverable) Delinquency Advances, Servicing Advances and Servicing Fees and distribute the remaining proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer and the Special Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners of the Offered Certificates have given the Trustee the direction described in clause (a)(i) above, the Trustee shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC I or the Upper-Tier REMIC II does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination the Owners Certificateholders of a majority in Percentage Interests represented by the Offered Certificates then Outstanding may direct the Trustee on behalf of the Trust REMIC I and REMIC II to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code. The Trustee shall notify the Owners Certificateholders of the Class R Non-Offered Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding Controlling Non-Offered Certificateholders may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust REMIC I all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate REMIC I at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of purchase price that would be payable by such Certificateholders if such Certificateholders were the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and (c) any Delinquency Advances which the Servicer has theretofore failed Terminator pursuant to remitSection 9.02. If, during the Purchase Option Period, the Owners of the Class R Certificates Controlling Non-Offered Certificateholders have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period in the event that the Owners Certificateholders of the Offered Certificates have given the Trustee the direction described above in clause (a)(i) aboveSection 9.03, the Trustee shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust EstateREMIC I and REMIC II, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust EstateREMIC I and REMIC II, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Owners Certificateholders of the Offered Certificates shall permit or direct in writing, after the expiration of the Purchase Option Period. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal orappeal, or if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners 103 of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding with the consent of the Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of the CodeCode and (ii) the Certificate Insurer may notify the Trustee of the Certificate Insurer's determination to purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a price equal to the sum of (x) the greater of (i) 100% of the aggregate Loan Balances of the Home Equity Loans as of the day of purchase minus amounts remitted from the Principal and Interest Account representing collections of principal on the Home Equity Loans during the current Remittance Period, and (ii) the fair market value of such Home Equity Loans (disregarding accrued interest), (y) one month's interest on such amount computed at the Termination Date Pass-Through Rate and (z) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances and any Delinquency Advances which the Servicer has theretofore failed to remit. The Upon receipt of such direction from the Certificate Insurer, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests Interest of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Termination Date Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances Advances, (c) all amounts owed to the Certificate Insurer pursuant to the Insurance Agreement and (cd) any Delinquency Advances which the Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer have given the Trustee the direction described in clause (a)(i) above, the Trustee Servicer shall sell the Home Equity Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Certificate Insurer has given the Trustee notice of the Certificate Insurer's determination to purchase the Trust Estate described in clause (a)(ii) preceding the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Home Equity Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise in respect of any Home Equity Loan then remaining in the Trust Estate. In connection with such purchase, the Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Account for deposit to the Certificate Account, which deposit shall be deemed to have occurred immediately preceding such purchase.

Termination Upon Loss of REMIC Status. (a) Following a final determination by the Internal Revenue Service or by a court of competent jurisdiction, in either case from which no appeal is taken within the permitted time for such appeal or, if any appeal is taken, following a final determination of such appeal from which no further appeal can be taken, to the effect that either the Lower-Tier REMIC or the Upper-Tier REMIC Trust does not and will no longer qualify as a REMIC pursuant to Section 860D of the Code (the "Final Determination"), at any time on or after the date which is within 30 calendar days following such Final Determination (i) the Certificate Insurer or the Owners of a majority in Percentage Interests represented by the Offered Class A Certificates then Outstanding may with the consent of the Certificate Insurer shall direct the Trustee on behalf of the Trust to adopt a plan of complete liquidation, which shall be described by such Certificate Insurer or Owners with specificity, as contemplated by Section 860F(a)(4) of the CodeCode and liquidate the Trust in a Qualified Liquidation within 89 days thereafter or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of the Master Servicer's or the Certificate Insurer's, as applicable, determination to purchase from the Trust all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a price equal to the sum of (w) the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as of the day of purchase minus amounts remitted from the Collection Account representing corrections of principal on the Mortgage Loans during the current Due Period, and (II) the fair market value of such Mortgage Loans (disregarding accrued interest), (x) one month's interest on such amount computed at the Adjusted Pass-Through Rate, (y) the aggregate amount of any xxxxxxxxxxxx X&X Advances and Servicing Advances and the interest portion of any P&I Advances which the Master Servicer has theretofore failed to remit and (z) any Reimbursement Amounts due and owing to the Certificate Insurer. The Upon receipt of such direction or notice, the Trustee shall notify the Owners of the Class R Certificates of such election to liquidate or such determination to purchase, as the case may be (the "Termination Notice"). The Owners of a majority of the Percentage Interests of the Class R Certificates then Outstanding may, within 60 days from the date of receipt of the Termination Notice (the "Purchase Option Period"), at their option, purchase from the Trust all (but not fewer than all) Home Equity Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at a purchase price equal to the aggregate Loan Balances of all Home Equity Mortgage Loans as of the date of such purchase, plus (a) one month's interest on such amount at the Adjusted Pass-Through Rate, (b) the aggregate amount of any unreimbursed Delinquency xxxxxxxxxxxx X&X Advances and Servicing Advances and (c) the interest portion of any Delinquency P&I Advances which the Master Servicer has theretofore failed to remit. If, during the Purchase Option Period, the Owners of the Class R Certificates have not exercised the option described in the immediately preceding paragraph, then upon the expiration of the Purchase Option Period (i) in the event that neither the Owners of Master Servicer nor the Offered Certificates have given Certificate Insurer has elected to purchase the Trustee the direction described in clause (a)(i) aboveMortgage Loans, the Trustee at the written direction of the Master Servicer shall sell the Home Equity Mortgage Loans and distribute the proceeds of the liquidation of the Trust Estate, each in accordance with the plan of complete liquidation, such that, if so directed, the liquidation of the Trust Estate, the distribution of the proceeds of the liquidation and the termination of this Agreement occur no later than the close of the 60th day, or such later day as the Certificate Insurer or the Owners of the Offered Class A Certificates with the consent of the Certificate Insurer shall permit or direct in writing, after the expiration of the Purchase Option PeriodPeriod and (ii) in the event that the Master Servicer or the Certificate Insurer, as applicable, has given the Trustee notice of the Master Servicer's or the Certificate Insurer's determination to purchase the Trust Estate, which notice shall set forth with specificity a plan of complete liquidation as contemplated by Section 860F(a)(4) of the Code) the Trustee shall adopt a plan of complete liquidation as contemplated by Section 860F(a)(4) of the Code and the Master Servicer or the Certificate Insurer shall, within 60 days, purchase all (but not fewer than all) Mortgage Loans and all property theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise then remaining in the Trust Estate for the price calculated as described in clause (a)(ii) above. In connection with such purchasePurchase, the Master Servicer shall remit to the Trustee all amounts then on deposit in the Principal and Interest Collection Account for deposit to the Certificate Distribution Account, which deposit shall be deemed to have occurred immediately preceding such purchase, and shall provide to the Trustee, at the Master Servicer's or Certificate Insurer's expense, as applicable, an opinion of counsel experienced in federal income tax matters that such purchase shall constitute a Qualified Liquidation.