Common use of Termination Upon Purchase by the Master Servicer or Liquidation Clause in Contracts

Termination Upon Purchase by the Master Servicer or Liquidation. of All Home Loans. (a) Unless earlier terminated pursuant to Section 7.02, the respective obligations and responsibilities of the Depositor and the Grantor Trustee created hereby in respect of the Grantor Trust Certificate (other than the obligation of the Grantor Trustee to make certain payments after the Final Scheduled Payment Date to the Grantor Trust Certificateholder and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Grantor Trustee on the Final Scheduled Payment Date pursuant to this Article VII following the earlier of: (i) the final payment or other liquidation of the last Home Loan remaining in the Grantor Trust, or (ii) the purchase by the Master Servicer of all Home Loans pursuant to Section 8.08(a)(ii) of the Servicing Agreement; 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 Joseph P. Kennedy, xxx xxxx xxxxxxador of the United States to the Court of St. James's, living on the date hereof. (b) Notice of any termination shall be provided in accordance with Section 4.02(b). (c) Upon presentation and surrender of the Grantor Trust Certificate by the Grantor Trust Certificateholder, (i) if not in connection with the Master Servicer's election to repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the amount otherwise distributable on such Payment Date, or (ii) if the Master Servicer elected to so repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the purchase price specified in Section 8.08(a)(ii) of the Servicing Agreement to the extent received by it. (d) In the event that the Grantor Trust Certificateholder shall not surrender the Grantor Trust Certificate for final payment and cancellation on or before the Final Scheduled Payment Date (if so required by the terms hereof), the Grantor Trustee shall on such date cause all funds in the Grantor Trust Certificate Account not distributed in final distribution to the Grantor Trust Certificateholder to be withdrawn therefrom and credited to the Grantor Trust Certificateholder by depositing such funds in an escrow account for the benefit of the Grantor Trust Certificateholder, and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable (if it exercised its right to purchase the assets of the Grantor Trust), or the Grantor Trustee (in any other case) shall give a second written notice to the Grantor Trust Certificateholder to surrender the Grantor Trust Certificate for cancellation and receive the final distribution with respect thereto. If within six months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall take appropriate steps as directed by the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable, to contact the Grantor Trust Certificateholder concerning surrender of the Grantor Trust Certificate. The costs and expenses of maintaining the escrow account and of contacting the Grantor Trust Certificateholder shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall pay to the Master Servicer, as applicable, all amounts distributable to the holder thereof and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to the Grantor Trust Certificateholder on any amount held in the escrow account or by the Master Servicer, as a result of the Grantor Trust Certificateholder's failure to surrender the Grantor Trust Certificate for final payment thereof in accordance with this Section 7.01 and the Grantor Trust Certificateholder shall look only to the Master Servicer for such payment.

Termination Upon Purchase by the Master Servicer or Liquidation. of All Home LoansOF ALL HOME LOANS. (a) Unless earlier terminated pursuant to Section 7.02, the respective obligations and responsibilities of the Depositor and the Grantor Trustee created hereby in respect of the Grantor Trust Certificate (other than the obligation of the Grantor Trustee to make certain payments after the Final Scheduled Payment Date to the Grantor Trust Certificateholder and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Grantor Trustee on the Final Scheduled Payment Date pursuant to this Article VII following the earlier of: (i) the final payment or other liquidation of the last Home Loan remaining in the Grantor Trust, or (ii) the purchase by the Master Servicer of all Home Loans pursuant to Section 8.08(a)(ii) of the Servicing Agreement; 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 Joseph P. Kennedy, xxx xxxx xxxxxxador of the United States to the Court of St. James's, living on the date hereof. (b) Notice of any termination shall be provided in accordance with Section 4.02(b). (c) Upon presentation and surrender of the Grantor Trust Certificate by the Grantor Trust Certificateholder, (i) if not in connection with the Master Servicer's election to repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the amount otherwise distributable on such Payment Date, or (ii) if the Master Servicer elected to so repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the purchase price specified in Section 8.08(a)(ii) of the Servicing Agreement to the extent received by it. (d) In the event that the Grantor Trust Certificateholder shall not surrender the Grantor Trust Certificate for final payment and cancellation on or before the Final Scheduled Payment Date (if so required by the terms hereof), the Grantor Trustee shall on such date cause all funds in the Grantor Trust Certificate Account not distributed in final distribution to the Grantor Trust Certificateholder to be withdrawn therefrom and credited to the Grantor Trust Certificateholder by depositing such funds in an escrow account for the benefit of the Grantor Trust Certificateholder, and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable (if it exercised its right to purchase the assets of the Grantor Trust), or the Grantor Trustee (in any other case) shall give a second written notice to the Grantor Trust Certificateholder to surrender the Grantor Trust Certificate for cancellation and receive the final distribution with respect thereto. If within six months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall take appropriate steps as directed by the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable, to contact the Grantor Trust Certificateholder concerning surrender of the Grantor Trust Certificate. The costs and expenses of maintaining the escrow account and of contacting the Grantor Trust Certificateholder shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall pay to the Master Servicer, as applicable, all amounts distributable to the holder thereof and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to the Grantor Trust Certificateholder on any amount held in the escrow account or by the Master Servicer, as a result of the Grantor Trust Certificateholder's failure to surrender the Grantor Trust Certificate for final payment thereof in accordance with this Section 7.01 and the Grantor Trust Certificateholder shall look only to the Master Servicer for such payment.

Termination Upon Purchase by the Master Servicer or Liquidation. of All Home LoansOF ALL HOME LOANS; PARTIAL REDEMPTION. (a) Unless earlier terminated pursuant to Section 7.02, the The respective obligations and responsibilities of the Master Servicer, the Depositor and the Grantor Trustee created hereby in respect of the Grantor Trust Certificate (other than the obligation of the Grantor Trustee to make certain payments after the Final Scheduled Payment Date to the Grantor Trust Certificateholder and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Grantor Trustee on the Final Scheduled Payment Date pursuant to this Article VII the Grantor Trust Agreement following the earlier of: (i) the final payment or other liquidation of the last Home Loan remaining in the Grantor TrustTrust or, if such Grantor Trust is terminated, remaining as the property of the Grantor Trust Certificateholder as set forth in Section 8.11, or (ii) the purchase by the Master Servicer from the Grantor Trustee of all Home Loans and all property acquired in respect of any Home Loan at a price equal to the Termination Price. The right of the Master Servicer to purchase the assets of the Grantor Trustee pursuant to clause (ii) above on any Payment Date is conditioned upon the Pool Balance (after applying payments received in the related Collection Period) as of such Payment Date being less than ten percent of the aggregate of the Cut-off Date Loan Balances of the Home Loans. If such right is exercised by the Master Servicer, the Master Servicer shall deposit the Termination Price calculated pursuant to clause (ii) above with the Grantor Trustee pursuant to Section 8.08(a)(ii) 4.01 of the Servicing Agreement; providedGrantor Trust Agreement and, howeverupon the receipt of such deposit, that in no event the Grantor Trustee or Custodian shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, xxx xxxx xxxxxxador of the United States release to the Court of St. James'sMaster Servicer, living on the date hereoffiles pertaining to the Home Loans being purchased. (b) Notice of any termination The Master Servicer, at its expense, shall prepare and deliver to the Grantor Trustee for execution, at the time the Home Loans are to be provided in accordance with Section 4.02(b)released to the Master Servicer, appropriate documents assigning each such Home Loan from the Grantor Trustee or the Depositor to the Master Servicer or the appropriate party. (c) Upon presentation The Master Servicer shall give the Grantor Trustee not less than seven Business Days' prior written notice of the Payment Date on which the Master Servicer anticipates that the final distribution will be made to Grantor Trust Certificateholder. Notice of any termination, specifying the anticipated Final Scheduled Payment Date or other Payment Date (which shall be a date that would otherwise be a Payment Date) upon which the Grantor Trust Certificateholder may surrender its Grantor Trust Certificate to the Grantor Trustee (if so required by the terms hereof) for payment of the final distribution and surrender cancellation, shall be given promptly by the Master Servicer to the Grantor Trustee specifying: (i) the anticipated Final Scheduled Payment Date or other Payment Date upon which final payment of the Grantor Trust Certificate by the is anticipated to be made upon presentation and surrender of Grantor Trust Certificateholder, (i) if not in connection with Certificate at the Master Servicer's election to repurchase, office or agency of the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the amount otherwise distributable on such Payment Date, or therein designated; and (ii) the amount of any such final payment, if the Master Servicer elected to so repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the purchase price specified in Section 8.08(a)(ii) of the Servicing Agreement to the extent received by itknown. (d) In the event that the Grantor Trust Certificateholder shall not surrender the its Grantor Trust Certificate for final payment and cancellation on or before the Final Scheduled Payment Date (if so required by the terms hereof), the Grantor Trustee shall on such date cause all funds in the Grantor Trust Certificate Account not distributed in final distribution to the Grantor Trust Certificateholder to be withdrawn therefrom and credited to the Grantor Trust Certificateholder by depositing such funds in an deposited into a separate escrow account for the benefit of the Grantor Trust Certificateholder, and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable (if it exercised its right to purchase the assets of the Grantor Trust), or the Grantor Trustee (in any other case) Trust shall give a second written notice to the Grantor Trust Certificateholder to surrender the its Grantor Trust Certificate for cancellation and receive the final distribution with respect thereto. If within six months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall take appropriate steps as directed by the Master Servicer pursuant to Section 8.08 of the Servicing AgreementServicer, as if applicable, to contact the Grantor Trust Certificateholder concerning surrender of the its Grantor Trust Certificate. The costs and expenses of maintaining the escrow account and of contacting the Grantor Trust Certificateholder shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall pay to the Master Servicer, as applicable, all amounts distributable to the holder holders thereof and the Master Servicer pursuant to Section 8.08 of the Servicing AgreementServicer, shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to the Grantor Trust Certificateholder on any amount held in the escrow account or by the Master Servicer, as a result of the Grantor Trust Certificateholder's failure to surrender the its Grantor Trust Certificate for final payment thereof in accordance with this Section 7.01 8.08(d), and the Grantor Trust Certificateholder shall look only to the Master Servicer for such payment.

Termination Upon Purchase by the Master Servicer or Liquidation. of All Home Loans. (a) Unless earlier terminated pursuant to Section 7.02, the respective obligations and responsibilities of the Depositor and the Grantor Trustee created hereby in respect of the Grantor Trust Certificate (other than the obligation of the Grantor Trustee to make certain payments after the Final Scheduled Payment Date to the Grantor Trust Certificateholder and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Grantor Trustee on the Final Scheduled Payment Date pursuant to this Article VII following the earlier of: (i) the final payment or other liquidation of the last Home Loan remaining in the Grantor TrustTrust Fund, or (ii) the purchase by the Master Servicer of all Home Loans pursuant to Section 8.08(a)(ii) of the Servicing Agreement; 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 Joseph P. KennedyXxxxxx X. Xxxxxxx, xxx xxxx xxxxxxador the late ambassador of the United States to the Court of St. James's, living on the date hereof. (b) Notice of any termination shall be provided in accordance with Section 4.02(b). (c) Upon presentation and surrender of the Grantor Trust Certificate by the Grantor Trust Certificateholder, (i) if not in connection with the Master Servicer's election to repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the amount otherwise distributable on such Payment Date, or (ii) if the Master Servicer elected to so repurchase, the Grantor Trustee shall distribute to the Grantor Trust Certificateholder the purchase price specified in Section 8.08(a)(ii) of the Servicing Agreement to the extent received by it. (d) In the event that the Grantor Trust Certificateholder shall not surrender the Grantor Trust Certificate for final payment and cancellation on or before the Final Scheduled Payment Date (if so required by the terms hereof), the Grantor Trustee shall on such date cause all funds in the Grantor Trust Certificate Account not distributed in final distribution to the Grantor Trust Certificateholder to be withdrawn therefrom and credited to the Grantor Trust Certificateholder by depositing such funds in an escrow account for the benefit of the Grantor Trust Certificateholder, and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable (if it exercised its right to purchase the assets of the Grantor TrustTrust Fund), or the Grantor Trustee (in any other case) shall give a second written notice to the Grantor Trust Certificateholder to surrender the Grantor Trust Certificate for cancellation and receive the final distribution with respect thereto. If within six months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall take appropriate steps as directed by the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, as applicable, to contact the Grantor Trust Certificateholder concerning surrender of the Grantor Trust Certificate. The costs and expenses of maintaining the escrow account and of contacting the Grantor Trust Certificateholder shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice the Grantor Trust Certificate shall not have been surrendered for cancellation, the Grantor Trustee shall pay to the Master Servicer, as applicable, all amounts distributable to the holder thereof and the Master Servicer pursuant to Section 8.08 of the Servicing Agreement, shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to the Grantor Trust Certificateholder on any amount held in the escrow account or by the Master Servicer, as a result of the Grantor Trust Certificateholder's failure to surrender the Grantor Trust Certificate for final payment thereof in accordance with this Section 7.01 and the Grantor Trust Certificateholder shall look only to the Master Servicer for such payment.