Common use of Termination Upon Purchase or Liquidation of All Loans Clause in Contracts

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; 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. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Property, if any, included in REMIC I, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing Advances.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) May 2039. The purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) April 2040. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and Terminator, the Securities Administrator and the NIMS Insurer, if any, in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Securities Administrator and the NIMS Insurer, if any, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement, (iii) any Swap Termination Payments payable to the Class A-1 Swap Provider or the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right and (iv) all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired. By acceptance of the Residual Certificates, the Holder of the Residual Certificates agrees for so long as any notes insured by the NIMS Insurer, if any, and secured by all or a portion of the Class CE, Class P or Class R Certificates are outstanding or any amounts are owing to the NIMS Insurer under the Indenture, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. The purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) December 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) any Swap Termination Payments payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) December 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) any Swap Termination Payments payable to the Swap Providers not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.29.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 8.05 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and of the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. The purchase by the Terminator Master Servicer (either at its own direction or at the direction of the Insurer) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Master Servicer and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts in respect of unpaid Insurer Premiums and Reimbursement Amounts payable to the Insurer would remain unpaid after giving effect to the termination, (iii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements and (iv) any Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; 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 lxxx xxxxxxxxxx xx the United States to the Court of St. XxxxxJames, living on the date hereofdatx xxxeof. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Property, if any, included in REMIC I, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing AdvancesAdvances plus (iii) any amounts due to the Certificate Insurer in respect of unpaid Certificate Insurer Premiums and unpaid Reimbursement Amounts.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) April 2040. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement and (iii) any Swap Termination Payments payable to the Swap Provider which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) December 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1) and (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.210.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 9.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) October 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 11.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) any Swap Termination Payments payable to the Swap Providers not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) August 2050. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and Terminator, the Securities Administrator and the NIMS Insurer, if any, in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Securities Administrator and the NIMS Insurer, if any, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement, (iii) any Net Securities Administrator Certificate Swap Payments and Swap Termination Payments (not due to a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, (iv) any Adjusted Net Securities Administrator Class A-1A Swap Payments and Swap Termination Payments (not due to a Class A-1A Swap Provider Trigger Event) payable to the Class A-1A Swap Provider which remain unpaid or which are due to the exercise of the optional termination right and (v) all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired. By acceptance of the Residual Certificates, the Holder of the Residual Certificates agrees for so long as any notes insured by the NIMS Insurer, if any, and secured by all or a portion of the Class CE, Class P or Class R Certificates are outstanding or any amounts are owing to the NIMS Insurer under the Indenture, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator and the Trustee pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to and the Securities Administrator and obligation of the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; 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. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Property, if any, included in REMIC I, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing Advances.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) October 2050. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and Terminator, the Securities Administrator and the NIMS Insurer, if any, in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Securities Administrator and the NIMS Insurer, if any, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement, (iii) any Net Securities Administrator Certificate Swap Payments and Swap Termination Payments (not due to a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, and (iv) all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired. By acceptance of the Residual Certificates, the Holder of the Residual Certificates agrees for so long as any notes insured by the NIMS Insurer, if any, and secured by all or a portion of the Class CE, Class P or Class R Certificates are outstanding or any amounts are owing to the NIMS Insurer under the Indenture, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; 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. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Property, if any, included in REMIC I, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing AdvancesAdvances plus (iii) all MBIA Reimbursement Amounts due to MBIA.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) February 2040. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodian pursuant to this Agreement and the Custodial Agreement and (iii) any Swap Termination Payments payable to the Swap Provider which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) June 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) Swap Termination Payments payable to the Swap Providers not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. The purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator Trustee pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest make remittances to the Securities Administrator Trustee and the Securities Administrator Trustee to make payments in respect of the REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; 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. XxxxxxxJoseph P. Kennedy, the late ambassador of the United States to the Court of St. Xxxxxtx xxx Xxxxx xx Xx. James, living on the date hereof. The purchase by the Terminator of Terminaxxx xf all Loans and each REO Property remaining in REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Property, if any, included in REMIC I, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator Trustee in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing Advances.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.29.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 8.05 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and of the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) Master Servicer of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) the Last Scheduled Distribution Date. The purchase by the Terminator Master Servicer (either at its own direction or at the direction of the Certificate Insurer) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator Master Servicer and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Master Servicer and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) August 2050. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and Terminator, the Securities Administrator and the NIMS Insurer, if any, in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator, the Securities Administrator and the NIMS Insurer, if any, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement, (iii) any Net Securities Administrator Certificate Swap Payments and Swap Termination Payments (not due to a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, (iv) any Adjusted Net Securities Administrator Class I-A-1B Swap Payments and Swap Termination Payments (not due to a Class I-A-1B Provider Trigger Event) payable to the Class I-A-1B Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, (v) any Adjusted Net Securities Administrator Class A-2A Swap Payments and Swap Termination Payments (not due to a Class A-2A Provider Trigger Event) payable to the Class A-2A Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, and (vi) all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired. By acceptance of the Residual Certificates, the Holder of the Residual Certificates agrees for so long as any notes insured by the NIMS Insurer, if any, and secured by all or a portion of the Class CE-1, Class P or Class R Certificates are outstanding or any amounts are owing to the NIMS Insurer under the Indenture, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE-1 Certificates.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) December 2039. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.1), (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreements and (iii) any Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event which remain unpaid or which are due to the exercise of the optional termination right.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator Master Servicer (as defined belowthe “Terminator”) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 hereofhereof and (b) September 2050. The purchase by the Terminator of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and Terminator, the Securities Administrator and the NIMS Insurer, if any, in their reasonable discretion plus discretion, (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee, the Credit Risk Manager and the Custodians pursuant to this Agreement and the Custodial Agreement, (iii) any Net Securities Administrator Certificate Swap I Payments and Swap Termination Payments (not due to a Certificate Swap I Provider Trigger Event) payable to the Certificate Swap I Provider which remain unpaid or which are due to the exercise of the optional termination right, (iv) any Net Securities Administrator Certificate Swap II Payments and Swap Termination Payments (not due to a Certificate Swap II Provider Trigger Event) payable to the Certificate Swap II Provider which remain unpaid or which are due to the exercise of the optional termination right and (vi) all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any remaining amounts owed to the trustee under the Indenture and the NIMS Insurer on the date such notes are retired.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDprovided, HOWEVERhowever, that in no event shall the trust created hereby continue beyond the earlier of (a) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. XxxxxJxxxx, living on the date hereofhereof and (b) the Last Scheduled Distribution Date. The purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in REMIC I shall be at a price (the "“Termination Price"”) equal to the sum of (i) the greater of (A) the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market appraised value of each REO Property, if any, included in REMIC I, such valuation appraisal to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus and (B) the aggregate fair market value of all of the assets of REMIC I (as determined by the Terminator and the Securities Administrator, 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 third paragraph of this Section 10.01), (ii) any amounts in respect of unpaid Certificate Insurer Premiums and Reimbursement Amounts payable to the Certificate Insurer which remain unpaid and (iii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Monthly Advances and Servicing AdvancesAdvances and all amounts due and owing to the Master Servicer, the Securities Administrator, the Trustee and the Custodians pursuant to this Agreement and the Custodial Agreements.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator and the Trustee (other than the obligations of the Master Servicer to the Securities Administrator pursuant to Section 8.5 and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator to make payments in respect of the REMIC I Regular Interests or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Loans and each REO Property remaining in the REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC Ithe REMIC; 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 laxx xxxxxxxxxx xx the United States to the Court of St. XxxxxJames, living on the date hereofxxxxof. The purchase by the Terminator of all Loans and each REO Property remaining in the REMIC I shall be at a price (the "Termination Price") equal to the sum of (i) the aggregate Purchase Price of all the Loans included in REMIC Ithe REMIC, plus the fair market value of each REO Property, if any, included in REMIC Ithe REMIC, such valuation to be conducted by an appraiser mutually agreed upon by the Terminator and the Securities Administrator in their reasonable discretion plus (ii) any amounts due the Servicers and the Master Servicer in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing Advances.

Termination Upon Purchase or Liquidation of All Loans. (a) Subject to Section 9.2, the The respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Securities Administrator Calculation and Paying Agent and the Trustee with respect to any Series of Certificates created hereby (other than the obligations obligation of the Master Servicer to the Securities Administrator pursuant to Section 8.5 Calculation and of the Master Servicer to pay Compensating Interest to the Securities Administrator and the Securities Administrator Paying Agent to make certain payments in respect of REMIC I Regular Interests or to Certificateholders after the Classes of Certificates as hereinafter set forthFinal Distribution Date) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and last action required hereunder to be so paid or deposited taken by the Calculation and Paying Agent on the Final Distribution Date coinciding with or pursuant to this Article IX following the earlier of (a) the purchase of all the Loans and all REO Property remaining in the Trust Fund by the Master Servicer at a price equal to occur the sum of (i) 100% of the purchase by unpaid principal balance of each Loan in the Terminator applicable Trust Fund (other than any Loan as defined below) of all Loans and each to which REO Property remaining in REMIC I 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 accrued and unpaid interest through the last day of the month of such purchase at the related Loan Interest Rate on the unpaid principal balance of each Loan (including any Loan as to which REO Property has been acquired) and (iiiii) any Repurchase Price owed to the applicable Trust Fund pursuant to Section 4.02 or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Loan or REO Property remaining in REMIC I; PROVIDEDthe Trust Fund or the disposition of all REO Property. The Master Servicer may not exercise its purchase option for the Loans until all Repurchase Prices for the Defective Loans have been paid. Regardless of the foregoing, HOWEVER, that in no event shall the trust any 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. XxxxxJames’s, living on the date hereof. The right of the Master Servicer to purchase the Loans in any Trust Fund is conditioned upon the aggregate Stated Principal Balance of the Loans in such Trust Fund being less than 10% of the unpaid principal balance of the Loans in such Trust Fund at the applicable Cut-off Date. If such right is exercised with respect to any Series by the Terminator Master Servicer, the Trustee shall, promptly following payment of all the cleanup purchase price, deliver to the Master Servicer, or its respective designees, the Mortgage Files pertaining to such Loans applicable to such Series being purchased. Notice of the exercise of any purchase option by the Master Servicer and each REO Property remaining in REMIC I notice of any termination of any Trust, specifying the Final Distribution Date with respect to such Trust or the applicable Distribution Date, upon which the applicable Certificateholders may surrender their Certificates to the Calculation and Paying Agent for payment of the final distribution and for cancellation, shall be given promptly by the Calculation and Paying Agent by letter to the applicable 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 for such Series or the applicable Distribution Date, upon which final payment of the applicable Certificates will be made upon presentation and surrender of the Certificates of such Series at a price the office or agency of the Calculation and Paying Agent therein designated, (2) the "Termination Price"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 applicable Certificates at the office or agency of the Calculation and Paying Agent therein specified. The Master Servicer exercising its call right shall remit to the Calculation and Paying Agent for deposit to the Distribution Account on or before the Final Distribution Date or the applicable Distribution Date, in immediately available funds an amount equal to the sum of (i) amount necessary to make the aggregate Purchase Price of all the Loans included in REMIC I, plus the fair market value of each REO Propertyamount, if any, included on deposit in REMIC Ithe Distribution Account on such Final Distribution Date or Distribution Date, such valuation as applicable, equal to the purchase price for the related assets of the Trust Fund or any portion of the Trust Fund computed as above provided, together with a statement as to the amount to be conducted by distributed on each applicable Class of Certificates pursuant to the next succeeding paragraph. Upon presentation and surrender of the applicable Certificates, the Calculation and Paying Agent shall cause to be distributed to the applicable Certificateholders of each Class, in the order set forth in Section 6.03 hereof, on the Final Distribution Date applicable to such Series or the applicable Distribution Date, and in proportion to their respective percentage interests, with respect to Certificateholders of the same Class, an appraiser mutually agreed upon amount equal, as to each such Class of Certificates, the Class Certificate Principal Balance thereof plus accrued interest thereon in the case of an interest-bearing Certificate. If some or all Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date for the applicable Series, the Calculation and Paying Agent shall on such date cause all funds in the applicable Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Terminator Calculation and Paying Agent in such Certificate Account for the benefit of such Certificateholders and the Securities Administrator Calculation and Paying Agent shall give a second written notice to the remaining applicable Certificateholders to surrender their Certificates for cancellation and receive a 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 Calculation and Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining applicable Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in their reasonable discretion plus (ii) any amounts due such applicable Certificate Account. Upon the Servicers and exercise of the purchase option by the Master Servicer with respect to any Trust Fund, the applicable Trust Fund shall be terminated in respect of unpaid Servicing Fees, Master Servicing Fees and outstanding Advances and Servicing Advancesaccordance with applicable law.