Common use of Termination upon Purchase by the Depositor or Liquidation of All Loans Clause in Contracts

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.connection

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. XxxxxXxxxx xx Xx. Xxxes, living on the date hereof; and provided, further, that a "plan xxxx of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.146

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor Servicer of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, Loans such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with DepositorServicer's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.,

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee and (c) the amount of any MBIA Reimbursement Amount due to MBIA or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the TrusteeTrustee and payment to MBIA of any outstanding MBIA Reimbursement Amount; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Coxxx xx Xx. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidationxx xiquidation" of each of REMIC I I, REMIC II and II REMIC III in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders Certificateholders, MBIA and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given, the Trustee shall cause all funds on deposit in the Reserve Fund in excess of amounts to be distributed to the Class A-3 and Class A-5 Certificateholders on the final Distribution Date, to be distributed to Bear, Stearns & Co. Inc., the beneficial owner of the Reserve Fund, and alx xxxxx on deposit in the Rounding Account to be distributed to Bear, Stearns & Co. Inc., the beneficial owner of the Rounding Account, at thx xxxxxsses supplied by Bear, Stearns & Co. Inc. to the Trustee for such purpose. In the event such noxxxx xx given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders and MBIA will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders and MBIA an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Couxx xx Xx. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidationxx xxquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), ) or (iiiIii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 105% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), ) or (iiiIii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of 100 the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, 110 further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with the Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor Servicer of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, Loans such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), ) or (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with DepositorServicer's election to purchase, the Depositor Servicer shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor Servicer elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iiiii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. 103 The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.. 104

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee and (c) the amount of any MBIA Reimbursement Amount due to MBIA or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the TrusteeTrustee and payment to MBIA of any outstanding MBIA Reimbursement Amount; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders Certificateholders, MBIA and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given, the Trustee shall cause all funds on deposit in the Reserve Fund in excess of amounts to be distributed to the Class A-4 and Class A-5 Certificateholders on the final Distribution Date, to be distributed to Xxxxxx Brothers Inc., the beneficial owner of the Reserve Fund, and all funds on deposit in the Rounding Account to be distributed to Xxxxxx Brothers Inc., the beneficial owner of the Rounding Account, at the addresses supplied by Xxxxxx Brothers Inc. to the Trustee for such purpose. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders and MBIA will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders and MBIA an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with the Depositor's election to 108 purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with 146 Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-above- described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, Loans such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination 92 under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates 106 at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. 110 The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Mortgage Interest Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans Date and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee and (c) the amount of any MBIA Reimbursement Amount due to MBIA or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the TrusteeTrustee and payment to MBIA of any outstanding MBIA Reimbursement Amount; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i), (ii) or (iiiii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders Certificateholders, MBIA and each Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given, the Trustee shall cause all funds on deposit in the Reserve Fund in excess of amounts to be distributed to the Class A-3 and Class A-5 Certificateholders on the final Distribution Date, to be distributed to Bear, Xxxxxxx & Co. Inc., the beneficial owner of the Reserve Fund, and all funds on deposit in the Rounding Account to be distributed to Bear, Xxxxxxx & Co. Inc., the beneficial owner of the Rounding Account, at the addresses supplied by Bear, Xxxxxxx & Co. Inc. to the Trustee for such purpose. In the event such notice is given in connection with Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders and MBIA will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon With respect to the Certificates, upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders and MBIA an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; providedPROVIDED, howeverHOWEVER, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and providedPROVIDED, furtherFURTHER, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, providedPROVIDED, howeverHOWEVER, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each the Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each the Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with the Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian Custodians shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.

Termination upon Purchase by the Depositor or Liquidation of All Loans. The respective obligations and responsibilities of the Servicer and the Trustee created hereby (other than the obligation to make payments to Certificateholders as hereafter set forth in this Section 9.1 and obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Loan remaining in the Trust Fund and the disposition of all property acquired in respect of any Loan or (ii) the purchase by the Depositor of all Loans at a price equal to the sum of (a) the principal balance of each Loan plus accrued interest thereon at the applicable Pass-Through Rate to the next scheduled Installment Due Date, less any Nonrecoverable Advances made with respect to any such Loans and (b) the fair market value of all acquired property in respect of Loans, less any Nonrecoverable Advances made with respect to any such Loans, such fair market value to be determined by an appraiser selected by the Trustee or (iii) the purchase by the Servicer, so long as the Servicer is the Depositor, of all outstanding Certificates and delivery of such Certificates to the Trustee; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof; and provided, further, that a "plan of liquidation" of each of REMIC I and II in accordance with Section 860F of the Code must be adopted in conjunction with any termination effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1. The Depositor is hereby granted the right to purchase the Loans pursuant to clause (ii) above, provided, however, that such right shall be conditioned upon the Principal Balances of such Loans, at the time of any such purchase, aggregating an amount less than 10% of the aggregate Principal Balance of the Loans on the Cut-off Date, after deduction of payments due on or before such date. Notice of any termination pursuant to clause (i) or (ii) above, specifying the Distribution Date upon which all Certificateholders may surrender their Certificates to the Trustee or its agent for payment and cancellation, shall be given promptly by the Trustee or its agent (upon direction by the Servicer no less than 10 days prior to the date such notice is to be mailed) by letter to Certificateholders and each the Rating Agency mailed by first class mail no later than the 25th day of the month preceding the month of such final distribution specifying (i) the Distribution Date upon which final payment on the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee or the Certificate Registrar therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee or the Certificate Registrar therein specified. The Trustee or its agent shall give such notice to the Certificate Registrar and each the Rating Agency at the time such notice is given to the Certificateholders. Upon any such termination, the duties of the Certificate Registrar shall also terminate. In the event such notice is given in connection with the Depositor's election to purchase, the Depositor shall deposit in the Certificate Account on the related Withdrawal Date an amount equal to the above-described purchase price and upon such deposit Certificateholders will be entitled to the amount of such purchase price but not amounts in excess thereof, all as provided herein. Upon presentation and surrender of the Certificates pursuant to any termination under this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to Certificateholders an amount equal to (a) the amount otherwise distributable on such Distribution Date, if not in connection with a purchase; or (b) if the Depositor elected to so purchase, the purchase price calculated as above provided. Upon any termination pursuant to clause (iii) above, or upon certification to the Trustee by a Servicing Officer following such final deposit, the Trustee and any Custodian shall promptly release to the Servicer the Mortgage Files for the remaining Loans, and the Trustee shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within three months after the time specified in the above-mentioned written notice, the Trustee or its agent shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee or its agent shall take appropriate and reasonable steps as directed by the Servicer, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.