Common use of Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans Clause in Contracts

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer, the Securities Administrator and the Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Securities Administrator on the Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all Mortgage Loans and all REO Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice of the Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, 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, the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. The right of the Servicex xx repurchase all of the Mortgage Loans is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans as of the Final Distribution Date being less than 1% of the aggregate Cut-off Date Principal Balance. If such right is exercised, the Securities Administrator shall, promptly following payment of the purchase price, release to the Depositor or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Servicer (if it exercised its right to purchase the assets of the Trust Estate) or the Securities Administrator (in any other case) 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 one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee created hereby (other than the obligation of the Securities Administrator Trustee to make certain payments to Certificateholders after the Final last Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator Trustee pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Securities Administrator Trustee on the Final last Distribution Date pursuant to this Article X following the earlier of (a) the later of (I) the purchase by the Servicer of all Group 1 Mortgage Loans and all REO Property relating to Loan Group 1 remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance unpaid principal balance of each Group 1 Mortgage Loan (other than any Group 1 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and ), (ii) the fair market value of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X)Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates in Group 1 as well as one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance unpaid principal balance of each Group 1 Mortgage Loan (including any Group 1 Mortgage Loan as to which REO Property has been acquired) and (iii) any Reimbursement Amount owed to the Trust pursuant to Section 2.04 relating to a Group 1 Mortgage Loan and (II) the purchase by the Servicer of all Group 2 Mortgage Loans and all REO Property relating to Loan Group 2 remaining in the Trust Estate at a price equal to the sum of (i) 100% of the unpaid principal balance of each Group 2 Mortgage Loan (other than any Group 2 Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below), (ii) the fair market value of such REO Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates in Group 2 as well as one month's interest at the related Mortgage Interest Rate on the unpaid principal balance of each Group 2 Mortgage Loan (including any Group 2 Mortgage Loan as to which REO Property has been acquired) and (iii) any Reimbursement Amount owed to the Trust pursuant to Section 2.04 relating to a Group 2 Mortgage Loan or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice of the Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, 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, the late ambassador of the United States to the Courx Coxxx xx Xx. Xxxxx, xiving living on the date hereof. The right of the Servicex xx Servixxx xo repurchase all of the Group 1 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the Final Distribution Date for Loan Group 1 being less than 15% of the aggregate Cut-off Date Pool Principal BalanceBalance for Loan Group 1 and (B) the purchase price calculated pursuant to clause (a)(I) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan as to which REO Property has been acquired) and the REO Properties relating to Loan Group 1; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the purchase, the Servicer is not subject to regulation by the OCC, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X. If such right is exercised, the Securities Administrator Trustee or the Custodian on behalf of the Trustee, as applicable shall, promptly following payment of the purchase price, release to the Depositor Servicer or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining to the Group 1 Mortgage Loans being purchased. Notice The right of any termination, specifying the Servicer to repurchase all of the Group 2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment Loan Group 2 being less than 5% of the final distribution and aggregate Cut-off Date Pool Principal Balance for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment Loan Group 2 and (3B) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) (other than the amounts retained to meet claims) after application calculated pursuant to clause (Ia)(II) above. An amount shall be distributed in respect of interest and principal the first paragraph of this Section 10.01 being less than or equal to the Uncertificated Lower-Tier Interests in aggregate fair market value of the same manner Group 2 Mortgage Loans (other than any Group 2 Mortgage Loan as principal to which REO Property has been acquired) and interest are distributed the REO Properties relating to Group 2; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the purchase, the Servicer is not subject to regulation by the OCC, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the Uncertificated Lower-Tier Interests as provided in Section 5.02. fourth paragraph of this Article X. If all such right is exercised, the Trustee shall, promptly following payment of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Datepurchase price, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution release to Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Servicer (if it exercised or its right to purchase designee the assets of the Trust Estate) or the Securities Administrator (in any other case) shall give a second written notice Mortgage Files pertaining to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible AccountGroup 2 Mortgage Loans being purchased.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Servicer to Section 10.02make payments to Certificateholders as hereafter set forth, the Trust and the respective obligations and responsibilities of the DepositorCompany, the Servicer, the Securities Administrator Trustee and the Delaware Trustee created hereby (other than the obligation shall terminate in accordance with Section 3808 of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate Statutory Trust Statute upon the last action required to be taken by the Securities Administrator on the Final Distribution Date pursuant to this Article X following the earlier of (ai) the purchase by the Servicer pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and (other than Liquidated Mortgage Loans), all REO Property property acquired in respect of any Mortgage Loan remaining in the Trust Estate and all other property included in any REMIC formed under this Agreement at a price equal equal, after the deduction of related advances, to the sum of (ix) the excess of (A) 100% of the Stated aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than a Liquidated Mortgage Loan) through the last day of the month of such purchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of the date of such purchase by the Servicer to the extent that the Principal Balance of such Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) without duplication, the appraised fair market value as of the effective date of the termination of the Trust of (A) all property in the Trust which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (B) all other property included in any REMIC formed under this Agreement, any such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee, less the sum of all unreimbursed advances made by the Servicer pursuant to this Agreement, other than advances made with respect to Mortgage Loans as to which REO Property has been acquired and whose fair market value the Servicer expects at the time of such purchase, in its sole judgment, that foreclosure is included pursuant to clause (ii) below) and not imminent, or (ii) the fair market value later of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed property acquired upon foreclosure in respect of any Mortgage Loan, and the payment to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice Certificateholders of the Servicer's intent all amounts required to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoingbe paid to them hereunder; 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 issue of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late ambassador of the United States to the Courx xx Xx. Court of St. Xxxxx’, xiving living on the date hereof. The Servicer shall not have any further right to reimbursement by the Trust for any advance that is used to reduce the purchase price of the Servicex xx repurchase all Mortgage Loans pursuant to the immediately preceding sentence. On any Distribution Date after the first date on which the aggregate Principal Balance of the Mortgage Loans is conditioned upon less than the Clean-Up Call Percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Final Distribution Date being less Cut-Off Date, the Servicer may purchase the outstanding Mortgage Loans (other than 1% Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement at the price stated in clause (i) of the aggregate Cut-off Date Principal Balancepreceding paragraph; provided, that the Servicer may not so purchase the outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and allother property included in any REMIC formed under this Agreement if the price stated in clause (i) of the preceding paragraph exceeds the fair market value, determined in accordance with prudent industry practices, of all outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement. If such right is exercised, the Securities Administrator shallServicer shall provide to the Trustee and the Company, promptly following payment the written certification of an officer of the purchase price, release Servicer (which certification shall include a statement to the Depositor or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining effect that all amounts required to be paid in order to purchase the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit have been deposited in the Certificate Account Account) and the Trustee on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets behalf of the Trust computed shall promptly execute all instruments as above provided together with a statement as may be necessary to release and assign to the amount to be distributed on each Class of Certificates pursuant to Servicer the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) Mortgage Loans (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed Liquidated Mortgage Loans), all property acquired in respect of interest and principal to the Uncertificated Lower-Tier Interests any Mortgage Loan remaining in the same manner as principal Trust and interest are distributed all other property included in any REMIC formed under this Agreement. In no event shall the Servicer be required to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds expend any amounts other than those described in the Certificate Account not distributed first paragraph of this Section 9.01(a) in final distribution order to Certificateholders of such Group to continue to be held by terminate the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Servicer (if it exercised its right to Trust or purchase the assets of the Trust Estate) or the Securities Administrator (in any other case) 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 one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their CertificatesMortgage Loans under this Section 9.01, and in no event shall the cost thereof shall Company be paid out of the funds on deposit required to expend any amounts in connection with such Eligible Accounttermination or purchase.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee created hereby (other than the obligation of the Securities Administrator Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator Trustee pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Securities Administrator Trustee on the Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all Mortgage Loans and all REO Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and ), (ii) the fair market value of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X)Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (iii) any Reimbursement Amount owed to the Trust pursuant to Section 2.04 or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice of the Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, 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, the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. The right of the Servicex xx repurchase all of the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage Loans as of the such Final Distribution Date being less than 110% of the aggregate Cut-off Date Pool Principal BalanceBalance and (B) the sum of clauses (a)(i) and (ii) of the second preceding paragraph being less than or equal to the aggregate fair market value of the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Servicer if, at the time of the purchase, the Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X. If such right is exercised, the Securities Administrator Trustee shall, promptly following payment of the purchase price, release to the Depositor Servicer or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Servicer (if it exercised its right to purchase the assets of the Trust Estate) or the Securities Administrator (in any other case) 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 one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Servicer to Section 10.02make payments to Certificateholders as hereafter set forth, the Trust and the respective obligations and responsibilities of the DepositorCompany, the Servicer, the Securities Administrator Trustee and the Delaware Trustee created hereby (other than the obligation shall terminate in accordance with Section 3808 of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate Statutory Trust Statute upon the last action required to be taken by the Securities Administrator on the Final Distribution Date pursuant to this Article X following the earlier of (ai) the purchase by the Servicer pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans and (other than Liquidated Mortgage Loans), all REO Property property acquired in respect of any Mortgage Loan remaining in the Trust Estate and all other property included in any REMIC formed under this Agreement at a price equal equal, to the sum of (ix) the excess of (A) 100% of the Stated aggregate outstanding Principal Balance of each such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than a Liquidated Mortgage Loan) through the last day of the month of such purchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of the date of such purchase by the Servicer to the extent that the Principal Balance of such Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) without duplication, the appraised fair market value as of the effective date of the termination of the Trust of (A) all property in the Trust which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (B) all other property included in the REMIC formed under this Agreement, any such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee, less the sum of all unreimbursed advances made by the Servicer pursuant to this Agreement or by a Servicer pursuant to its Selling and Servicing Contract, other than advances made with respect to Mortgage Loans as to which REO Property has been acquired and whose fair market value the Servicer expects at the time of such purchase, in its sole judgment, that foreclosure is included pursuant to clause (ii) below) and not imminent, or (ii) the fair market value later of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed property acquired upon foreclosure in respect of any Mortgage Loan, and the payment to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice Certificateholders of the Servicer's intent all amounts required to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoingbe paid to them hereunder; 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 issue of Joseph P. KennedyXxxxxx X. Xxxxxxx, the late ambassador of the United States of America to the Courx xx Xx. XxxxxCourt of St. James's, xiving living on the date hereof. The Neither the Servicer nor any Servicer shall have any further right to reimbursement by the Trust for any advance that is used to reduce the purchase price of the Servicex xx repurchase all Mortgage Loans pursuant to the immediately preceding sentence. On any Distribution Date after the first date on which the aggregate Principal Balance of the Mortgage Loans is conditioned upon less than the Clean-Up Call Percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Final Distribution Date being less Cut-Off Date, the Servicer may purchase the outstanding Mortgage Loans (other than 1% Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in the REMIC formed under this Agreement at the price stated in clause (i) of the aggregate Cut-off Date Principal Balancepreceding paragraph; provided, that the Servicer may not so purchase the outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in the REMIC formed under this Agreement if the price stated in clause (i) of the preceding paragraph exceeds the fair market value, determined in accordance with prudent industry practices, of all outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in the REMIC formed under this Agreement. If such right is exercised, the Securities Administrator shall, promptly following payment Servicer shall provide to the Trustee and to the Company the written certification of an officer of the purchase price, release Servicer (which certification shall include a statement to the Depositor or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining effect that all amounts required to be paid in order to purchase the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit have been deposited in the Certificate Account Account) and the Trustee on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets behalf of the Trust computed shall promptly execute all instruments as above provided together with a statement as may be necessary to release and assign to the amount to be distributed on each Class of Certificates pursuant to Servicer the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) Mortgage Loans (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed Liquidated Mortgage Loans), all property acquired in respect of interest and principal to the Uncertificated Lower-Tier Interests any Mortgage Loan remaining in the same manner as principal Trust and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds other property included in the Certificate Account not distributed in final distribution to Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and REMIC formed under this Agreement. In no event shall the Servicer (if it exercised its right be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust or purchase the assets of the Trust Estate) or the Securities Administrator (in any other case) 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 one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their CertificatesMortgage Loans under this Section 9.01, and in no event shall the cost thereof shall Company be paid out of the funds on deposit required to expend any amounts in connection with such Eligible Accounttermination or purchase.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.029.02, the respective obligations and responsibilities of the DepositorCompany, the Servicer, the Securities Administrator Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Securities Administrator Trustee to make certain payments to Certificateholders after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)forth) shall terminate upon the last action required to be taken by the Securities Administrator Trustee on the Final Distribution Date pursuant to this Article X IX following the earlier of: the later of (a) the purchase by the Servicer of all Mortgage Loans and all REO Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate Fund or the disposition of all REO Property. The property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or the purchase by the Servicer may not exercise its purchase option until of all Reimbursement Amounts owed to Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust have been paid. The Securities Administrator shall notify the Seller upon notice Fund at a price equal to 100% of the Servicer's intent unpaid principal balance of each Mortgage Loan or, the fair market value of the related underlying property of such Mortgage Loan with respect to exercise its purchase option Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any Reimbursement Amount outstanding. Regardless unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the foregoingmonth in which such repurchase price is distributed, provided, however, that in no event shall the Trust trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. KennedyJxxxxx X. Xxxxxxx, the late ambassador of the United States to the Courx xx Xx. XxxxxCourt of St. Jxxxx, xiving living on the date hereofhereof and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer, to avoid disqualification of any portion of any REMIC as a REMIC. The right of the Servicex xx repurchase Servicer to purchase all the assets of the Mortgage Loans Trust Fund pursuant to clause (ii) above is conditioned upon the aggregate Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans as of the Final Distribution Date being less than 1% of the aggregate Cut-off Date Principal BalanceLoans. If such right is exercisedexercised by the Servicer, the Securities Administrator Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans. In addition, the Servicer, shall provide to the Trustee and the Custodian a Request for Release substantially in the form attached hereto as Exhibit F and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Depositor or its designee Servicer, as applicable, the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining to the Mortgage Loans being purchased. The Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Servicer of its right to purchase the assets of the Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator Trustee (if so required by the terms hereof) for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if it is exercising its right to purchase the assets of the Trust) Trust Fund), or by the Securities Administrator Trustee (in any other case) by letter to the Certificateholders mailed not earlier than the 10th 9th day and not later than the 15th 19th day of the month next preceding the month of such final distribution specifying (1) Final Distribution Date specifying: the anticipated Final Distribution Date upon which final payment of the Certificates will is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator Trustee therein designated, (2) the amount of any such final payment payment, if known, and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being and in the case of the Senior Certificates and Class M Certificates, that payment shall be made only upon presentation and surrender of the Certificates at the office or agency of the Securities Administrator Trustee therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Payment Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust Fund computed as above provided together with a statement as to provided. In the amount to be distributed on each case of the Senior, Class of Certificates pursuant to the next succeeding paragraph. Upon M or Class B Certificates, upon presentation and surrender of the CertificatesCertificates by the Certificateholders thereof, the Securities Administrator Trustee shall cause distribute to be distributed the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer's election to Certificateholders of repurchase, or (ii) if the Servicer elected to so repurchase, an amount determined as follows: (A) with respect to each ClassCertificate the outstanding Certificate Principal Balance thereof, in plus Accrued Certificate Interest for the order related Interest Accrual Period thereon and any previously unpaid Accrued Certificate Interest, subject to the priority set forth in Section 5.02 hereof4.02(a), on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (bB) the applicable Class PO Deferred Amount with respect to the Class PO Components, and (II) as to the Class 1-A-R and Class 1-A-LR Certificates, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) (other than any excess of the amounts retained to meet claims) after application pursuant to available for distribution (including the repurchase price specified in clause (Iii) above. An of subsection (a) of this Section) over the total amount shall be distributed in respect of interest and principal to under the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02immediately preceding clause (A). If all of the any Certificateholders do shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution DateDate (if so required by the terms hereof), the Securities Administrator Trustee shall on such date cause all funds in the Certificate Payment Account not distributed in final distribution to Certificateholders of such Group to continue to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate non-interest bearing escrow account (for which funds will be held by the Securities Administrator in an Eligible Account uninvested) for the benefit of such Certificateholders Certificateholders, and the Servicer (if it exercised its right to purchase the assets of the Trust Estate) Fund), or the Securities Administrator Trustee (in any other case) 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 one year six months after the second notice all any Certificate shall not have been surrendered for cancellation, the applicable Trustee shall take appropriate steps as directed by the Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent Trustee shall pay to take appropriate steps, the Servicer all amounts distributable to contact the remaining Certificateholders concerning surrender of their Certificates, holders thereof and the cost Servicer shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof shall be paid out of the funds on deposit in such Eligible Accountaccordance with this Section 9.01.

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer, the Securities Administrator and the Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Securities Administrator on the Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the Servicer of all Mortgage Loans and all REO Property remaining in the Trust Estate at a price equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (ii) below) and (ii) the fair market value of such REO Property (as determined by the Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any Class of Certificates as well as one month's interest at the related Mortgage Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. The Servicer may not exercise its purchase option until all Reimbursement Amounts owed to the Trust have been paid. The Securities Administrator shall notify the Seller upon notice of the Servicer's intent to exercise its purchase option of any Reimbursement Amount outstanding. Regardless of the foregoing, 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, the late ambassador of the United States to the Courx xx Xx. Xxxxx, xiving on the date hereof. The right of the Servicex xx repurchase all of the Mortgage Loans is conditioned upon the aggregate Pool Stated Principal Balance of the Mortgage Loans as of the Final Distribution Date being less than 1% of the aggregate Cut-off Date Pool Principal Balance. If such right is exercised, the Securities Administrator shall, promptly following payment of the purchase price, release to the Depositor or its designee the Owner Mortgage Files (and Retained Mortgage Files, if applicable) pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Servicer (if exercising its right to purchase the assets of the Trust) or by the Securities Administrator (in any other case) by letter to Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) 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 Securities Administrator therein specified. If the Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee, the Securities Administrator and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Servicer, the Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on the Final Distribution Date equal to the purchase price for the related assets of the Trust computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof, on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (I) as to each Class of Certificates, the Class Certificate Balance thereof plus (a) accrued interest thereon in the case of an interest bearing Certificate and (b) the applicable Class A-PO Deferred Amount with respect to the Class A-PO ComponentsCertificates, and (II) as to the Class 1-A-R and Class 1-A-LR CertificatesCertificate, the amounts, if any, which remain on deposit in the Certificate Account (and are deemed to be on deposit in the Upper-Tier Certificate Sub-Account) (other than the amounts retained to meet claims) after application pursuant to clause (I) above. An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to the Uncertificated Lower-Tier Interests as provided in Section 5.02. If all of the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders of such Group to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Servicer (if it exercised its right to purchase the assets of the Trust Estate) or the Securities Administrator (in any other case) 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 one year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.